Griffon Corp S-4, filed Jun 23, 2020

Griffon Corp (GFF)

S-4 2020-06-23

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Added on October 27, 2026

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



Title of each class of securities to be registered	Amount to be Registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price⁽¹⁾	Amount of registration fee⁽²⁾

5.75% Senior Notes due 2028	$150,000,000	100%	$150,000,000	$19,470.00

Guarantees of 5.75% Senior Notes due 2028⁽³⁾	—	—	—	—⁽⁴⁾


Exact Name of Additional Registrants⁽¹⁾	Jurisdiction of Incorporation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
The AMES Companies, Inc.	Delaware		3524		22-2335400
ATT Southern LLC	Delaware		3442		45-3367997
Clopay Ames Holding Corp.	Delaware		3442		74-3261127
Clopay Corporation	Delaware		3442		11-2808682
ClosetMaid LLC	Delaware		3442		59-1148072
CornellCookson, LLC	Delaware		3442		23-2961006
Cornell Real Estate Holdings, LLC	Arizona		3442		46-1210374
Telephonics Corporation	Delaware		3442		52-0897556


ABOUT THIS PROSPECTUS					ii
PROSPECTUS SUMMARY					1
RISK FACTORS					13
FORWARD-LOOKING STATEMENTS					22
USE OF PROCEEDS					24
CAPITALIZATION					25
DESCRIPTION OF OTHER INDEBTEDNESS					26
THE EXCHANGE OFFER					31
DESCRIPTION OF NOTES					41
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					94
PLAN OF DISTRIBUTION					97
LEGAL MATTERS					98
EXPERTS					98
INCORPORATION BY REFERENCE					98
WHERE YOU CAN FIND MORE INFORMATION					98


Notes Offered		$150,000,000 5.75% Senior Notes due 2028.

		The issuance of the exchange notes will be registered under the Securities Act. The terms of the exchange notes and old notes are identical in all material respects, except for transfer restrictions, registration rights relating to the old notes and certain provisions relating to increased interest rates in connection with the old notes under circumstances related to the timing of the exchange offer. You are urged to read the discussions under the heading “The Exchange Notes” in this Summary for further information regarding the exchange notes.

The Exchange Offer		We are offering to exchange the exchange notes for up to $150 million aggregate principal amount of the old notes.

		Old notes may be exchanged only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. In this prospectus, the term “exchange offer” means this offer to exchange the exchange notes for old notes in accordance with the terms set forth in this prospectus and the accompanying letter of transmittal. You are entitled to exchange your old notes for exchange notes.

Expiration Date; Withdrawal of Tender		The exchange offer will expire at 5:00 p.m., New York City time, on _____________, 2020, or such later date and time to which it may be extended by us. The tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder thereof promptly after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer		Our obligation to accept for exchange, or to issue exchange notes in exchange for, any old notes is subject to customary conditions relating to compliance with any applicable law or any applicable interpretation by the staff of the SEC, the receipt of any applicable governmental approvals and the absence of any actions or proceedings of any governmental agency or court which could materially impair our ability to consummate the exchange offer. See “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Old Notes		If you wish to accept the exchange offer and tender your old notes, you must either:


Delaware (State or other jurisdiction of incorporation)		3442 (Primary Standard Industrial Classification Code Number)		11-1893410 (IRS Employer Identification No.)


Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)					o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)					o



	•	complete, sign and date the Letter of Transmittal, or a facsimile of the Letter of Transmittal, in accordance with its instructions and the instructions in this prospectus, and mail or otherwise deliver such Letter of Transmittal, or the facsimile, together with the old notes and any other required documentation, to the exchange agent at the address set forth herein; or

	•	if old notes are tendered pursuant to book-entry procedures, the tendering holder must arrange with the Depository Trust Company (“DTC”) to cause an agent’s message to be transmitted through DTC’s Automated Tender Offer Program System with the required information (including a book-entry confirmation) to the exchange agent

Broker-Dealers	Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Use of Proceeds	We will not receive any proceeds from the exchange offer. See “Use of Proceeds.”

Exchange Agent	Wells Fargo Bank, National Association is serving as the exchange agent in connection with the exchange offer.

U.S. Federal Income Tax Consequences	The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Certain Material U.S. Federal Income Tax Considerations.”


Issuer	Griffon Corporation

Securities Offered	$150,000,000 principal amount of 5.75% senior notes due 2028.

Maturity	March 1, 2028.

Interest Rate	5.75% per year (calculated using a 360-day year).

Interest Payment Dates	March 1 and September 1, beginning on September 1, 2020. Interest will accrue from February 19, 2020.

Guarantees	The exchange notes will be initially unconditionally guaranteed on a joint and several and senior unsecured basis by AMES, ATT Southern LLC, Clopay Ames Holding Corp., Clopay, ClosetMaid, CornellCookson, Cornell Real Estate Holdings, LLC and Telephonics.

	If we or any of our restricted subsidiaries organize, acquire, transfer assets to or otherwise invest in any newly created or acquired domestic restricted subsidiary (other than a domestic restricted subsidiary if the Net Book Value (as defined herein) of such domestic restricted subsidiary’s assets, when taken together with the aggregate Net Book Value of the assets of all other domestic restricted subsidiaries that are not guarantors, as of such date, does not exceed in the aggregate $50.0 million), then such domestic restricted subsidiary shall unconditionally guarantee the exchange notes.

	In addition, to the extent that the collective Net Book Value of the assets of our non-guarantor domestic restricted subsidiaries, as of the date of the organization, acquisition, transfer of assets to or investment in a non-guarantor domestic restricted subsidiary, exceeds $50.0 million, then one or more of such non-guarantor domestic restricted subsidiaries shall guarantee the exchange notes, such that the collective Net Book Value of the assets of all remaining non-guarantor domestic restricted subsidiaries does not exceed $50.0 million.

	Notwithstanding the foregoing, from and after the issue date, we will not permit any of our restricted subsidiaries, directly or indirectly, by way of pledge, intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any indebtedness (other than the exchange notes) of us or any of our domestic restricted subsidiaries, unless, in any such case, such restricted subsidiary guarantees the exchange notes, provided that a restricted subsidiary will not be required to guarantee the exchange notes to the extent it is prohibited by law.

	See “Description of Notes—Certain Covenants—Subsidiary Guarantees.”

Ranking	The exchange notes and guarantees will be senior unsecured obligations of Griffon and the guarantors and will be:

	•	equal in right of payment to all of Griffon’s and the guarantors’ existing and future unsecured indebtedness and other obligations


		that are not, by their terms, expressly subordinated in right of payment to the exchange notes;

	•	effectively subordinated to all of Griffon’s and the guarantors’ existing and future secured indebtedness and other obligations to the extent of the value of the collateral securing that indebtedness and other obligations;

	•	structurally subordinated to all existing and future indebtedness and other obligations of any of Griffon’s or the guarantors’ subsidiaries that do not guarantee the exchange notes; and

	•	senior in right of payment to any of Griffon’s and the guarantors’ existing and future subordinated indebtedness.

	As of March 31, 2020, after giving effect to the add-on offering and the use of proceeds as described under “Use of Proceeds”, Griffon and its subsidiaries would have had approximately $1.2 billion of indebtedness (including $150 million of senior unsecured debt under the old notes, $850 million of senior unsecured debt under the existing exchange notes, $242.5 million of secured debt consisting of $183.5 million drawn under our revolving credit facility and $59.0 million of other secured debt) and we would have had availability of $195.1 million under our revolving credit facility (net of $183.5 million drawn and $21.4 million of outstanding letters of credit) subject to certain covenants

	Not all of our subsidiaries will guarantee the exchange notes. 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 us. For the fiscal year ended September 30, 2019 and the six months ended March 31, 2020, after giving effect to the offering of the old notes and the application of the proceeds therefrom, our non-guarantor subsidiaries generated 19.8% and 20.7%, respectively, of our consolidated total revenue, and 31.3% and 36.3%, respectively of our consolidated EBITDA. In addition, at March 31, 2020, after giving effect to the offering of the old notes and the application of the proceeds therefrom, our non-guarantor subsidiaries held 25.2% of our total consolidated assets and 7.7% of our total consolidated liabilities and had approximately $44.6 million of indebtedness.

Optional Redemption	We may redeem some or all of the exchange notes at any time prior to March 1, 2023 for cash at a redemption price equal to 100% of their principal amount plus a “make-whole” premium (as described under “Description of Notes—Optional Redemption”), plus accrued and unpaid interest to the redemption date. Additionally, we may redeem the exchange notes, in whole or in part, at any time on and after March 1, 2023 at the redemption prices listed under “Description of Notes—Optional Redemption,” plus accrued and unpaid interest to the redemption date.

Option Redemption After Public Equity Offerings	At any time (which may be more than once) before March 1, 2023, we can choose to redeem up to 40% of the outstanding exchange notes with the proceeds from one or more public equity offerings, as long as:



	•	we pay 105.750% of the principal amount of the exchange notes to be redeemed, plus accrued and unpaid interest to the date of redemption;

	•	we redeem the exchange notes within 90 days of completing the public equity offering; and

	•	at least 60% of the aggregate principal amount of exchange notes issued remains outstanding afterwards.

Change of Control Offer	If a change in control of Griffon occurs, we must give holders of the exchange notes the opportunity to sell us their notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase.

	See “Risk Factors—Risks Related to the Exchange Notes—We may not be able to repurchase the exchange notes upon a change of control.”

Asset Sale Proceeds	If we, or our restricted subsidiaries, sell certain assets and do not reinvest the net proceeds in compliance with the indenture governing the notes (the “Indenture”), we will be required to make an offer to use such proceeds to repurchase the exchange notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. See “Description of Notes—Repurchase at the Option of Holders—Asset Sales.”

Certain Indenture Provisions	The Indenture contains covenants limiting our ability and the ability of our restricted subsidiaries to:

	•	incur additional debt, issue preferred stock or enter into sale and leaseback transactions;

	•	pay dividends or distributions on our capital stock or repurchase our capital stock or make other restricted payments;

	•	issue preferred stock of subsidiaries;

	•	make certain investments;

	•	create liens on our assets;

	•	enter into transactions with affiliates;

	•	merge, consolidate or sell substantially all of our assets;

	•	transfer and sell assets;

	•	create restrictions on dividends or other payments by our restricted subsidiaries; and

	•	create guarantees of indebtedness by restricted subsidiaries.

	These covenants are subject to a number of important limitations and exceptions. See “Description of Notes—Certain Covenants.” Many of these covenants will cease to apply to the exchange notes during any period that such exchange notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s and no default has occurred and is continuing under the Indenture. See “Description of Notes—Suspension of Covenants.”



Absence of Public Market for the Notes		The exchange notes will be new securities for which there is currently no market. We do not intend to list the exchange notes on any securities exchange or on an automated dealer quotation system. Although certain of the initial purchasers have informed us that they intend to make a market in the exchange notes, they are not obligated to do so, and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained. See “Risk Factors—Risks Related to the Exchange Offer—If an active trading market for the exchange notes does not develop, the liquidity and value of the exchange notes could be harmed.”

Use of Proceeds		We will not receive any proceeds from the issuance of the exchange notes in exchange for the outstanding old notes. We are making this exchange solely to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the old notes. See “Use of Proceeds.”

Risk Factors		An investment in the exchange notes and participation in the exchange offer involve risk. You should carefully consider all of the information included or incorporated by reference in this prospectus. In particular, you should evaluate the specific risk factors set forth under the caption “Risk Factors” in this prospectus, as well as comparable sections in our reports filed with the SEC.


	2017⁽¹⁾				2018⁽²⁾				2019⁽³⁾				Six Months Ended March 31,								Twelve Months Ended March 31,
													2019				2020⁽⁴⁾				2020
	(in thousands)
Operating Results Data:
Revenue		$	1,524,997			$	1,977,918			$	2,209,289			$	1,060,155			$	1,114,788			$	2,263,922
Cost of goods and services.			1,116,871				1,448,737				1,614,020				779,605				812,835				1,647,250

Gross profit			408,126				529,181				595,269				280,550				301,953				616,672
Selling, general administrative expenses			341,092				436,380				460,004				225,537				244,265				478,732
Income from operations			67,034				92,801				135,265				55,013				57,688				137,940
Other income (expense)
Interest expense			(51,513	)			(65,568	)			(68,066	)			(34,046	)			(33,082	)			(67,102	)
Interest income.			64				1,697				806				410				571				967
Loss from debt extinguishment, net			—				—				—				—				(6,690	)			(6,690	)
Other, net			1,113				4,880				4,173				2,272				1,393				3,294

Total other income (expense)			(50,336	)			(58,991	)			(63,087	)			(31,364	)			(37,808	)			(69,531	)

Income (loss) before income taxes			16,698				33,810				72,178				23,649				19,880				68,409
Provision (benefit) for income taxes			(1,085	)			555				26,556				8,406				8,373				26,523

Income (loss) from continuing operations			17,783				33,255				45,622				15,243				11,507				41,886
Discontinued operations
Income (loss) from operations of discontinued businesses			22,276				119,981				(11,050	)			(11,000	)			—				(50	)
Provision (benefit) for income taxes			25,147				27,558				(2,715	)			(3,354	)			—				639

Income (loss) from discontinued operations.			(2,871	)			92,423				(8,335	)			(7,646	)			—				(689	)

Net income.		$	14,912			$	125,678			$	37,287			$	7,597			$	11,507			$	41,197


	2017			2018			2019			At March 31						At March 31,
										2019			2020			2020
	(in thousands)
Balance Sheet Data:
Cash and equivalents		$	47,681		$	69,758		$	72,377		$	57,979		$	69,024		$	69,024
Property, plant and equipment, net			232,135			342,492			337,326			332,852			335,820			335,820
Total assets			1,873,541			2,084,890			2,074,939			2,143,908			2,318,747			2,318,747
Total debt, net			979,158			1,121,082			1,104,274			1,217,002			1,225,696			1,225,696
Total liabilities			1,474,733			1,610,499			1,597,176			1,669,624			1,842,293			1,842,293
Total shareholders’ equity			398,808			474,391			477,763			474,284			476,454			476,454


	Actual			As Adjusted
	(Dollars in millions)
Cash and Cash Equivalents		$	69.0		$	64.4

Debt:
Revolving Credit Facility⁽¹⁾		$	183.5		$	183.5
Existing Notes Due 2028			850.0			850.0
Existing Notes Due 2022			150.0			—
Old Notes⁽²⁾			—			150.0
Other Debt⁽³⁾			59.0			59.0

Total Debt		$	1,242.5		$	1,242.5
Total Equity			476.5			471.9

Total Capitalization		$	1,719.0		$	1,714.4


	2017⁽¹⁾				2018⁽²⁾			2019⁽³⁾				Six Months Ended March 31,								Twelve Months Ended March 31,
	2017⁽¹⁾				2018⁽²⁾			2019⁽³⁾				2019				2020⁽⁴⁾				2020
	(in thousands)
Cash Flow Data:
Net cash provided by (used in)—continuing operations
Operating activities—continuing operations		$	49,151			$	58,192		$	113,958			$	(55,006	)		$	(60,843	)		$	108,121
Investing activities—continuing		$	(71,337	)		$	2,574		$	(74,553	)		$	(37,328	)		$	(32,760	)		$	(69,985	)
Financing activities—continuing		$	(700	)		$	39,065		$	(34,976	)		$	84,059			$	94,351			$	(24,684	)


	2017			2018			2019			Six Months Ended March 31,						Twelve Months Ended March 31,
										2019			2020			2020
	(in thousands)
Other Financial Data:
Capital expenditures		$	34,937		$	50,138		$	45,361		$	17,418		$	22,519		$	50,462
Depreciation and amortization			47,878			55,803			61,848			30,577			31,544			62,815
Adjusted EBITDA⁽⁶⁾			194,377			191,117			214,409			94,217			111,425			231,617


By Registered or Certified Mail:		By Regular Mail or Overnight Courier:
WELLS FARGO BANK, N.A Corporate Trust Operations MAC N9300-070 600 South Fourth Street Minneapolis, MN 55402		WELLS FARGO BANK, N.A. Corporate Trust Operations MAC N9300-070 600 South Fourth Street Minneapolis, MN 55402

In Person by Hand Only:
WELLS FARGO BANK, N.A. Corporate Trust Services MAC N9300-070 600 South Fourth Street Minneapolis, MN 55402


Year	Percentage
2023		102.875	%
2024		101.917	%
2025		100.958	%
2026 and thereafter		100.000	%


	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 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 close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount of notes tendered for purchase and a statement that such Holder is withdrawing its tendered notes and its election to have such notes purchased;

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


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

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

	9.		the other instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a Holder must follow in order to have its notes repurchased.


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

	2.		deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered, and

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


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

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


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

	3.		to make an Asset Sale Offer (as defined below); or

	4.		any combination of the foregoing.


	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), (10) and (13) 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):


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

	2.		the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests of the Issuer or any direct or indirect parent of the Issuer (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or a Guarantor in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock); provided that the amount of any proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clauses (b) and (c) of the preceding paragraph;

	3.		the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Indebtedness of the Issuer or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:


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

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

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

	9.		the declaration and payment of dividends to holders of Equity Interests of the Issuer or the acquisition, in open market purchases or otherwise, of Equity Interests of the Issuer in an aggregate amount not to exceed $50.0 million in any fiscal year, provided that up to


			$25.0 million of such amount that is not utilized by the Issuer to pay dividends or acquire Equity Interests of the Issuer in any calendar year may be carried forward to the immediately succeeding year;

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

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

	12.		[reserved];

	13.		the repurchase, redemption retirement, defeasance or other acquisition of any Subordinated Indebtedness required in accordance with provisions applicable thereto similar to those described under 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 in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

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

	15.		other Restricted Payments if at the time of and after giving pro forma effect to each such Restricted Payment (including, without limitation, the incurrence of any Indebtedness to finance such Restricted Payment) (x) the Total Leverage Ratio shall not exceed 3.50 to 1.00 and (y) the Issuer could incur at least $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”; provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (9), (11), (14) and (15), no Default shall have occurred and be continuing or would occur as a consequence thereof.


	1.		the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $500.0 million outstanding at any one time, less (i) any permanent payments actually made by the borrower thereunder following the Issue Date in respect of Indebtedness thereunder with Net Proceeds from an Asset Sale and (ii) the amount of Indebtedness then outstanding under clause (20);

	2.		the incurrence by the Issuer and any Guarantor of Indebtedness represented by the original notes, the existing exchange notes and any related Guarantee issued in respect 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) above);

	4.		Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease, construction, installation, repair or improvement of property (real or personal) or equipment (other than software) (including any reasonably related fees or expenses incurred in connection with such purchase, lease, construction, installation, repair or improvement), whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount, including all Indebtedness incurred or Disqualified Stock and Preferred Stock issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred or Disqualified Stock and Preferred Stock issued pursuant to this clause (4), not to exceed at any time outstanding the greater of (x) $100.0 million and (y) 5.0% of Total Assets;

	5.		Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of


			business, including letters of credit in respect of lease obligations, workers’ compensation claims, unemployment insurance and other types of social security or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

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

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

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

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

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

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

	12.		(a) Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first


	14.		the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness to the extent the net cash proceeds of such Indebtedness are promptly deposited to defease or to satisfy and discharge the notes as described under the captions “Legal Defeasance and Covenant Defeasance” and “Satisfaction and Discharge”;

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


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

	17.		(a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture; or (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that, in the case of clauses (a) and (b), such guarantee is incurred in accordance with the covenant described below under “—Subsidiary Guarantees”;

	18.		Indebtedness of Foreign Subsidiaries of the Issuer not to exceed at any one time outstanding, together with any other Indebtedness incurred under this clause (18), $200.0 million;

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

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

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

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

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

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


	1.		in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (24) 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; provided that all Indebtedness outstanding under the Senior Credit Facility on the Issue Date will at all times be deemed to be outstanding in reliance on clause (1) of the preceding paragraph; 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.


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

	2.		in all other cases, the notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the notes and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under the Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and (c) Liens securing additional Indebtedness permitted to be incurred pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” provided that, in the case of this clause (c), at the time of the incurrence of such Indebtedness and after giving pro forma effect thereto, the Secured Leverage Ratio shall not exceed 3.50 to 1.00.


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

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

	3.		immediately after such transaction, no Default exists;

	4.		immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either (i) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (ii) the Fixed Charge Coverage Ratio for the Issuer (including any Successor Company thereto) and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

	5.		each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(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.


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

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


	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