Indenture dated November 3, 2010



  
 Exhibit 4.1

  
  
 QUALITY DISTRIBUTION, LLC 
 QD CAPITAL CORPORATION 

as Issuers 
 and
the Guarantors named herein 
 9.875% Second-Priority Senior Secured Notes due 2018 

 
  

INDENTURE 
 Dated
as of November 3, 2010 
  
  

The Bank of New York Mellon Trust Company, N.A., 
 as Trustee 
 And 

The Bank of New York Mellon Trust Company, N.A., 
 as Collateral Agent 
  
  








  
 TABLE OF CONTENTS

  

							
	 	  	 	  	Page	 
		  	ARTICLE I	  			
		  	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
		  	1	  			
			
	Section 1.01.	  	Definitions	  	 	1	  
	Section 1.02.	  	Other Definitions	  	 	38	  
	Section 1.03.	  	Incorporation by Reference of Trust Indenture Act	  	 	40	  
	Section 1.04.	  	Rules of Construction	  	 	40	  
			
		  	ARTICLE II	  			
		  	THE NOTES	  			
		  	41	  			
			
	Section 2.01.	  	Amount of Notes	  	 	41	  
	Section 2.02.	  	Form and Dating	  	 	42	  
	Section 2.03.	  	Execution and Authentication	  	 	42	  
	Section 2.04.	  	Registrar and Paying Agent	  	 	43	  
	Section 2.05.	  	Paying Agent to Hold Money in Trust	  	 	44	  
	Section 2.06.	  	Holder Lists	  	 	44	  
	Section 2.07.	  	Transfer and Exchange	  	 	44	  
	Section 2.08.	  	Replacement Notes	  	 	45	  
	Section 2.09.	  	Outstanding Notes	  	 	46	  
	Section 2.10.	  	[Intentionally omitted.]	  	 	46	  
	Section 2.11.	  	Cancellation	  	 	46	  
	Section 2.12.	  	Defaulted Interest	  	 	46	  
	Section 2.13.	  	CUSIP Numbers, ISINs, Etc.	  	 	46	  
	Section 2.14.	  	Calculation of Principal Amount of Notes	  	 	47	  
			
		  	ARTICLE III	  			
		  	REDEMPTION	  			
		  	47	  			
			
	Section 3.01.	  	Redemption	  	 	47	  
	Section 3.02.	  	Applicability of Article	  	 	47	  
	Section 3.03.	  	Notices to Trustee	  	 	47	  
	Section 3.04.	  	Selection of Notes to Be Redeemed	  	 	47	  
	Section 3.05.	  	Notice of Optional Redemption	  	 	48	  
	Section 3.06.	  	Effect of Notice of Redemption	  	 	48	  
	Section 3.07.	  	Deposit of Redemption Price	  	 	49	  
	Section 3.08.	  	Notes Redeemed in Part	  	 	49	  
	Section 3.09.	  	[Intentionally omitted]	  	 	49	  
			
		  	ARTICLE IV	  			
		  	COVENANTS	  			
		  	49	  			
			
	Section 4.01.	  	Payment of Notes	  	 	49	  
	Section 4.02.	  	Reports and Other Information	  	 	49	  









 TABLE OF CONTENTS 

(cont’d) 
  


							
	 	  	 	  	Page	 
			
	Section 4.03.	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	51	  
	Section 4.04.	  	Limitation on Restricted Payments	  	 	58	  
	Section 4.05.	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	 	64	  
	Section 4.06.	  	Asset Sales	  	 	66	  
	Section 4.07.	  	Transactions with Affiliates	  	 	69	  
	Section 4.08.	  	Change of Control	  	 	71	  
	Section 4.09.	  	Compliance Certificate	  	 	73	  
	Section 4.10.	  	Further Instruments and Acts	  	 	73	  
	Section 4.11.	  	Future Subsidiary Guarantors	  	 	73	  
	Section 4.12.	  	Liens	  	 	74	  
	Section 4.13.	  	After-Acquired Property	  	 	75	  
	Section 4.14.	  	Maintenance of Office or Agency	  	 	75	  
	Section 4.15.	  	Amendment of Security Documents	  	 	76	  
	Section 4.16.	  	Covenant Suspension	  	 	76	  
	Section 4.17.	  	Maintenance of Insurance	  	 	76	  
	Section 4.18.	  	Liquidated Damages Notice	  	 	77	  
	Section 4.19.	  	Further Collateral-Related Matters	  	 	77	  
			
		  	ARTICLE V	  			
		  	SUCCESSOR COMPANY	  			
		  	78	  			
			
	Section 5.01.	  	When Issuers May Merge or Transfer Assets	  	 	78	  
			
		  	ARTICLE VI	  			
		  	DEFAULTS AND REMEDIES	  			
		  	81	  			
			
	Section 6.01.	  	Events of Default	  	 	81	  
	Section 6.02.	  	Acceleration	  	 	83	  
	Section 6.03.	  	Other Remedies	  	 	83	  
	Section 6.04.	  	Waiver of Past Defaults	  	 	83	  
	Section 6.05.	  	Control by Majority	  	 	84	  
	Section 6.06.	  	Limitation on Suits	  	 	84	  
	Section 6.07.	  	Rights of the Holders to Receive Payment	  	 	84	  
	Section 6.08.	  	Collection Suit by Trustee	  	 	85	  
	Section 6.09.	  	Trustee May File Proofs of Claim	  	 	85	  
	Section 6.10.	  	Priorities	  	 	85	  
	Section 6.11.	  	Undertaking for Costs	  	 	85	  
	Section 6.12.	  	Waiver of Stay or Extension Laws	  	 	86	  
			
		  	ARTICLE VII	  			
		  	TRUSTEE	  			
		  	86	  			
			
	Section 7.01.	  	Duties of Trustee	  	 	86	  
	Section 7.02.	  	Rights of Trustee	  	 	87	  


  
 ii 










 TABLE OF CONTENTS 

(cont’d) 
  


							
	 	  	 	  	Page	 
			
	Section 7.03.	  	Individual Rights of Trustee	  	 	89	  
	Section 7.04.	  	Trustee’s Disclaimer	  	 	89	  
	Section 7.05.	  	Notice of Defaults	  	 	89	  
	Section 7.06.	  	Reports by Trustee to the Holders	  	 	90	  
	Section 7.07.	  	Compensation and Indemnity	  	 	90	  
	Section 7.08.	  	Replacement of Trustee	  	 	91	  
	Section 7.09.	  	Successor Trustee by Merger	  	 	92	  
	Section 7.10.	  	Eligibility; Disqualification	  	 	92	  
	Section 7.11.	  	Preferential Collection of Claims Against the Issuers	  	 	92	  
	Section 7.12.	  	Limitation on Duty of Trustee in Respect of Collateral; Indemnification	  	 	92	  
			
		  	ARTICLE VIII	  			
		  	DISCHARGE OF INDENTURE; DEFEASANCE	  			
		  	93	  			
			
	Section 8.01.	  	Discharge of Liability on Notes; Defeasance	  	 	93	  
	Section 8.02.	  	Conditions to Defeasance	  	 	94	  
	Section 8.03.	  	Application of Trust Money	  	 	96	  
	Section 8.04.	  	Repayment to Issuers	  	 	96	  
	Section 8.05.	  	Indemnity for U.S. Government Obligations	  	 	96	  
	Section 8.06.	  	Reinstatement	  	 	96	  
			
		  	ARTICLE IX	  			
		  	AMENDMENTS AND WAIVERS	  			
		  	97	  			
			
	Section 9.01.	  	Without Consent of the Holders	  	 	97	  
	Section 9.02.	  	With Consent of the Holders	  	 	98	  
	Section 9.03.	  	Compliance with Trust Indenture Act	  	 	99	  
	Section 9.04.	  	Revocation and Effect of Consents and Waivers	  	 	99	  
	Section 9.05.	  	Notation on or Exchange of Notes	  	 	100	  
	Section 9.06.	  	Trustee to Sign Amendments	  	 	100	  
	Section 9.07.	  	Additional Voting Terms; Calculation of Principal Amount	  	 	100	  
			
		  	ARTICLE X	  			
		  	RANKING OF NOTE LIENS	  			
		  	100	  			
			
	Section 10.01.	  	Relative Rights	  	 	100	  
			
		  	ARTICLE XI	  			
		  	COLLATERAL	  			
		  	102	  			
			
	Section 11.01.	  	Security Documents	  	 	102	  
	Section 11.02.	  	Collateral Agent	  	 	102	  
	Section 11.03.	  	Authorization of Actions to Be Taken	  	 	103	  
	Section 11.04.	  	Release of Liens	  	 	104	  


  
 iii










 TABLE OF CONTENTS 

(cont’d) 
  


					
	 	  	 	  	Page
			
	Section 11.05.	  	Filing, Recording and Opinions	  	106
	Section 11.06.	  	[Intentionally omitted]	  	107
	Section 11.07.	  	Powers Exercisable by Receiver or Trustee	  	107
	Section 11.08.	  	Release Upon Termination of the Issuers’ Obligations	  	107
	Section 11.09.	  	Designations	  	107
	Section 11.10.	  	Taking and Destruction	  	107
			
		  	ARTICLE XII	  	
		  	GUARANTEE	  	
		  	108	  	
			
	Section 12.01.	  	Guarantee	  	108
	Section 12.02.	  	Limitation on Liability	  	110
	Section 12.03.	  	Successors and Assigns	  	111
	Section 12.04.	  	No Waiver	  	111
	Section 12.05.	  	Modification	  	111
	Section 12.06.	  	Execution of Supplemental Indenture for Future Guarantors	  	111
	Section 12.07.	  	Non-Impairment	  	112
			
		  	ARTICLE XIII	  	
		  	MISCELLANEOUS	  	
		  	112	  	
			
	Section 13.01.	  	Trust Indenture Act Controls	  	112
	Section 13.02.	  	Notices	  	112
	Section 13.03.	  	Communication by the Holders with Other Holders	  	113
	Section 13.04.	  	Certificate and Opinion as to Conditions Precedent	  	113
	Section 13.05.	  	Statements Required in Certificate or Opinion	  	113
	Section 13.06.	  	When Notes Disregarded	  	114
	Section 13.07.	  	Rules by Trustee, Paying Agent and Registrar	  	114
	Section 13.08.	  	Legal Holidays	  	114
	Section 13.09.	  	GOVERNING LAW	  	114
	Section 13.10.	  	No Recourse Against Others	  	114
	Section 13.11.	  	Successors	  	114
	Section 13.12.	  	Multiple Originals	  	114
	Section 13.13.	  	Table of Contents; Headings	  	114
	Section 13.14.	  	Indenture Controls	  	115
	Section 13.15.	  	Severability	  	115
	Section 13.16.	  	Intercreditor Agreement	  	115
	Section 13.17.	  	Waiver of Jury Trial	  	115

  

					
	Appendix A	 	–	    	Provisions Relating to Initial Notes, Additional Notes and Exchange Notes
	
	EXHIBIT INDEX
			
	Exhibit A	 	–	    	Form of Initial Note
	Exhibit B	 	–	    	Form of Exchange Note


  
 iv 










 TABLE OF CONTENTS 

(cont’d) 
  

  

					
	 	  	 	  	Page


					
	 Exhibit C
	 	–	    	Form of Transferee Letter of Representation
	Exhibit D	 	–	    	Form of Supplemental Indenture Related to Guarantors


  
 v 








  
 CROSS-REFERENCE TABLE

  

					
	   TIA
 Section
	  	 Indenture
Section

			
	310	  	(a)(1)	  	7.10
		  	(a)(2)	  	7.10
		  	(a)(3)	  	N.A.
		  	(a)(4)	  	N.A.
		  	(b)	  	7.08; 7.10
		  	(c)	  	N.A.
	311	  	(a)	  	7.11
		  	(b)	  	7.11
		  	(c)	  	N.A.
	312	  	(a)	  	2.06
		  	(b)	  	13.03
		  	(c)	  	13.03
	313	  	(a)	  	7.06
		  	(b)(1)	  	N.A.
		  	(b)(2)	  	7.06
		  	(c)	  	7.06
		  	(d)	  	4.02; 4.09
	314	  	(a)	  	4.02; 4.09
		  	(b)	  	N.A.
		  	(c)(1)	  	13.04
		  	(c)(2)	  	13.04
		  	(c)(3)	  	N.A.
		  	(d)	  	N.A.
		  	(e)	  	13.05
		  	(f)	  	4.10
	315	  	(a)	  	7.01
		  	(b)	  	7.05
		  	(c)	  	7.01
		  	(d)	  	7.01
		  	(e)	  	6.11
	316	  	(a)(last sentence)	  	13.06
		  	(a)(1)(A)	  	6.05
		  	(a)(1)(B)	  	6.04
		  	(a)(2)	  	N.A.
		  	(b)	  	6.07
	317	  	(a)(1)	  	6.08
		  	(a)(2)	  	6.09
		  	(b)	  	2.05
	318	  	(a)	  	13.01









 TABLE OF CONTENTS 

(cont’d) 
  

  

					
	 	  	 	  	Page

 N.A. Means Not Applicable. 
 Note:    This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture. 

  
 ii 









  
 INDENTURE dated as of
November 3, 2010 among QUALITY DISTRIBUTION, LLC., a Delaware limited liability company, (“QD LLC”) QD CAPITAL CORPORATION, a Delaware corporation (“QD Capital” and, together with QD LLC, the
“Issuers”), QUALITY DISTRIBUTION, INC., a Florida corporation (“QDI”) and the other Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and
as Collateral Agent. 
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit
of the holders of (i) $225,000,000 aggregate principal amount of the Issuers’ 9.875% Second-Priority Senior Secured Notes due 2018 issued on the date hereof (the “Initial Notes”), (ii) exchange notes issued in
exchange for the Initial Notes pursuant to the Registration Rights Agreement or pursuant to an effective registration statement under the Securities Act (the “Exchange Notes”) and (iii) Additional Notes issued from time to time
as either Initial Notes or Exchange Notes (together with the Initial Notes and any Exchange Notes, the “Notes”): 
 ARTICLE I 
 DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01. 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, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, and 

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

“Additional Notes” means Notes issued under the terms of this Indenture subsequent to the Issue Date. 

“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, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. 
 “Applicable Premium” means, with respect to any
Note on any applicable redemption date, the greater of: 
  

	 	(1)	1% of the then outstanding principal amount of the Note; and 








  

	 	(2)	the excess of: 


(a) the present value at such redemption date of (i) the redemption price of the Note at November 1, 2014 (such
redemption price being set forth in Paragraph 5 of the Note) plus (ii) all required interest payments due on the Note through November 1, 2014 (excluding accrued but unpaid interest), computed using a discount rate equal to the
Treasury Rate as of such redemption date plus 50 basis points; over 
 (b) the then outstanding principal
amount of the 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/ Leaseback Transaction) outside the ordinary course of business of QD LLC or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

 (2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued
to foreign nationals or other third parties to the extent required by applicable law) of an Issuer or any Restricted Subsidiary (other than to QD LLC or another Restricted Subsidiary) (whether in a single transaction or a series of related
transactions), 
 in each case other than: 
 (a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete, damaged or worn out property or equipment in the ordinary course of business; 

(b) the disposition of all or substantially all of the assets of QD LLC in a manner permitted pursuant to
Section 5.01 or any disposition that constitutes a Change of Control; 
 (c) any Restricted Payment or
Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition
of assets of QD LLC or any Restricted Subsidiary or issuance or sale of Equity Interests of an Issuer or any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good
faith by the Issuer) of less than $5.0 million; 
 (e) any disposition of property or assets, or the issuance of
securities, by QD LLC or a Restricted Subsidiary to QD LLC or another Restricted Subsidiary; 
 (f) any exchange
of assets (including a combination of assets and Cash Equivalents) for assets related to a Similar Business of comparable or greater market value or usefulness to the business of QD LLC and the Restricted Subsidiaries as a whole, as determined in
good faith by QD LLC; 

  
 2 








  
 (g)
foreclosure or any similar action with respect to any property or other asset of QD LLC or any of the Restricted Subsidiaries; 
 (h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (j) any sale of inventory or other assets in the ordinary course of business; 
 (k) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property; 

(l) in the ordinary course of business, any swap of assets, or lease, assignment or sublease of any real or personal
property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of QD LLC and the Restricted Subsidiaries as a whole, as determined in good faith by QD LLC;

 (m) a transfer of accounts receivable and related assets of the type specified in the definition of
“Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing; 
 (n) any financing transaction with respect to property built or acquired by QD LLC or any Restricted Subsidiary after the Issue Date, including any Sale/Leaseback Transaction or asset securitization
permitted by this Indenture; 
 (o) dispositions in connection with Permitted Liens; 

(p) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a
Person (other than QD LLC or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as
part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 
 (q) the sale of any property in a Sale/Leaseback Transaction within six months of the acquisition of such property; 
 (r) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or
similar arrangements; and 

  
 3 








  
 (s) any
surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind. 
 “Bank Indebtedness” means any and all amounts payable under or in respect of the Credit Agreement and the other Credit Agreement Documents as amended, restated, supplemented, waived,
replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of the Credit Agreement), including principal, premium (if any), interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to QD LLC whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable
thereunder or in respect thereof. 
 “Board of Directors” means, as to any Person, the board of directors or
managers, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or
required by law to close in New York City. 
 “Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to
be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or
accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be
reflected as capitalized costs on the consolidated balance sheet of such Person and such Restricted Subsidiaries. 

  
 4 








  
 “Cash
Equivalents” means: 
 (1) U.S. dollars, pounds sterling, euros, the national currency of any member
state in the European Union or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 

(2) securities issued or directly and fully guaranteed or insured by the U.S. government or any country that is a member
of the European Union or any agency or instrumentality thereof in each case maturing not more than two years 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, in each case with maturities not
exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or
reasonably equivalent ratings of another internationally recognized ratings agency); 
 (4) repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 

(5) commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-1” or the
equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within one year after the date of acquisition; 

(6) readily marketable direct obligations issued by any state of the United States of America or any political subdivision
thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from
the date of acquisition; 
 (7) Indebtedness issued by Persons (other than the Sponsor or any of its Affiliates)
with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized ratings agency) in each case with maturities not exceeding two years from
the date of acquisition; and 
 (8) investment funds investing at least 95% of their assets in securities of the
types described in clauses (1) through (7) above. 
 “Change of Control” means the occurrence of
either of the following: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all the assets of QD LLC and its Subsidiaries, taken as a whole, to a Person other than any of the Permitted Holders; or 

  
 5 








  
 (2) QD
LLC becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of 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 any of
the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation, amalgamation 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 more than 50% of the total voting power of the Voting Stock of QD LLC or QDI. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means all property subject or purported to be subject, from time to time, to a Lien under any Security
Documents. 
 “Collateral Agent” means The Bank of New York Mellon Trust Company, N.A. in its capacity as
“Collateral Agent” under this Indenture and under the Security Documents and any successor thereto in such capacity (it being understood that subagents may be appointed with respect to collateral constituting Transportation
Equipment). 
 “Collateral Agreement” means the collateral agreement among the Issuers, each Guarantor and The
Bank of New York Mellon Trust Company, N.A., as Collateral Agent, dated as of November 3, 2010, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms and in accordance with this
Indenture. 
 “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 intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial
gains and losses related to pensions and other post-employment benefits, 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, the sum, without duplication, of:

 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the
extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest rate
Hedging Obligations and excluding additional interest in respect of the Notes, amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees); plus

 (2) consolidated capitalized interest of such Person and such Subsidiaries that are Restricted Subsidiaries
for such period, whether paid or accrued; plus 

  
 6 








  
 (3)
commissions, discounts, yield and other fees and charges Incurred in connection with any Receivables Financing which are payable to Persons other than QD LLC and the Restricted Subsidiaries; minus 

(4) 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 QD LLC 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; provided, however, that: 

(1) any net after-tax extraordinary, nonrecurring or unusual gains or losses (less all fees and expenses relating thereto)
or expenses or charges, any severance expenses, relocation expenses, curtailments or modifications to pension and post-retirement employee benefit plans, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration
of fixed assets for alternate uses and fees, expenses or charges relating to facilities closing costs, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs, signing, retention or completion
bonuses, expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not
successful), and any fees, expenses or charges related to the Transactions, in each case, shall be excluded; 

(2) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and
such Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

 (3) the Net Income for such period shall not include the cumulative effect of a change in accounting
principles during such period; 
 (4) any net after-tax income or loss from disposed, abandoned, transferred,
closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded; 

(5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business
dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by management of the Issuers) shall be excluded; 
 (6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Hedging Obligations or other derivative instruments
shall be excluded; 

  
 7 








  
 (7) the
Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or
distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; 

(8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the
definition of “Cumulative Credit,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such
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, 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 restrictions with respect to the payment of dividends or similar distributions have been legally
waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such
Person, to the extent not already included therein; 
 (9) an amount equal to the amount of Tax Distributions
actually made to any parent or equity holder of such Person in respect of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been paid as income taxes directly by such Person for such period;

 (10) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of
intangibles arising pursuant to GAAP shall be excluded; 
 (11) any non-cash expense realized or resulting from
stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights, shall be excluded; 

(12) any (a) one-time non-cash compensation charges, (b) costs and expenses after the Issue Date related to
employment of terminated employees, or (c) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights existing on the Issue Date of officers, directors and employees, in
each case of such Person or any such Subsidiaries, shall be excluded; 
 (13) accruals and reserves that are
established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded; 

(14) (a) the Net Income of any Person and its Restricted Subsidiaries shall be calculated without deducting the
income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-Wholly-Owned Restricted 

  
 8 








 
Subsidiary except to the extent of dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties
and (b) any ordinary course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) above shall be included; 

(15) (a)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash
portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by
the applicable standard under GAAP and related interpretations shall be excluded; 
 (16) any currency
translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from hedging transactions for currency exchange risk, shall be excluded; and 

(17) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within
365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any
dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries or Restricted Subsidiaries to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under such
Section pursuant to clauses (D) and (E) of the definition of “Cumulative Credit.” 

“Consolidated Non-Cash Charges” means, with respect to any Person for any period, the non-cash expenses (other than
Consolidated Depreciation and Amortization Expense) of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP,
provided that if any such non-cash expenses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the
extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period. 
 “Consolidated Taxes” means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise,
property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income. 

  
 9 








  
 “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. 
 “Corporate Trust Office” means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the dated hereof is located at
10161 Centurion Parkway, Jacksonville, Florida 32256, Attention: Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Issuers). 
 “Credit Agreement” means (i) the Credit Agreement, dated as of December 18, 2007, among QD LLC, QDI, certain of QD LLC’s Subsidiaries, the guarantors named therein, the
financial institutions named therein, and Credit Suisse, Cayman Islands Branch, as administrative agent, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise),
restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under
such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof and (ii) whether or
not the credit agreement referred to in clause (i) remains outstanding, if designated by QD LLC to be included in the definition of “Credit Agreement,” one or more (A) debt facilities or commercial paper facilities, providing for
revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities,
indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the
same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time. 

  
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 “Credit
Agreement Documents” means the collective reference to any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded,
replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time. 
 “Cumulative
Credit” means the sum of (without duplication): 
 (A) 50% of the Consolidated Net Income of QD LLC for the period
(taken as one accounting period), from October 1, 2010 to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in case such
Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus 
 (B) 100% of the aggregate net
proceeds, including cash and the Fair Market Value (as determined in good faith by QD LLC) of property other than cash, received by QD LLC after the Issue Date (other than net proceeds to the extent such net proceeds have been used to Incur
Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.03(b)(xiii)) from the issue or sale of Equity Interests of QD LLC or any direct or indirect parent entity of QD LLC (excluding Refunding Capital Stock, Designated
Preferred Stock, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon exercise of warrants or options (other than an issuance or sale to QD LLC or a Restricted Subsidiary), plus 

(C) 100% of the aggregate amount of contributions to the capital of QD LLC received in cash and the Fair Market Value (as determined in
good faith by QD LLC) of property other than cash after the Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock and Disqualified Stock and other than contributions to the extent such contributions have
been used to Incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to Section 4.03(b)(xiii)), plus 

(D) 100% of the principal amount of any Indebtedness or the liquidation preference or maximum fixed repurchase price, as the case may be,
of any Disqualified Stock of QD LLC or any Restricted Subsidiary issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Equity Interests in QD LLC
(other than Disqualified Stock) or any direct or indirect parent of QD LLC (provided in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished), plus 

(E) 100% of the aggregate amount received by QD LLC or any Restricted Subsidiary in cash and the Fair Market Value (as determined in good
faith by QD LLC) of property other than cash received by QD LLC or any Restricted Subsidiary from: 
 (I) the sale or other
disposition (other than to QD LLC or a Restricted Subsidiary of QD LLC) of Restricted Investments made by QD LLC and the Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from QD LLC and the Restricted
Subsidiaries by any Person (other than QD LLC or any Restricted 

  
 11 









 
Subsidiary) and from repayments of loans or advances, and releases of guarantees, which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment
was made pursuant to clause (vii) of Section 4.04(b)), 
 (II) the sale (other than to QD LLC or a Restricted
Subsidiary) of the Capital Stock of an Unrestricted Subsidiary, or 
 (III) a distribution or dividend from an Unrestricted
Subsidiary, plus 
 (F) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has
been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, QD LLC or a Restricted Subsidiary of QD LLC, the Fair Market Value (as determined in good faith by QD LLC) of the Investment of QD
LLC or the Restricted Subsidiaries in such Unrestricted Subsidiary (which, if the Fair Market Value of such investment shall exceed $10.0 million, shall be determined by the Board of Directors of QD LLC, a copy of the resolution of which with
respect thereto shall be delivered to the Trustee) at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) (other than in each case to the extent that the designation of such Subsidiary as
an Unrestricted Subsidiary was made pursuant to clause (vii) of Section 4.04(b) or constituted a Permitted Investment). 
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
 “Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by QD LLC) of non-cash consideration received by QD LLC 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, less the amount of Cash Equivalents received in connection with a
subsequent sale of such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred
Stock of QD LLC or any direct or indirect parent of QD LLC (other than Disqualified Stock), that is issued for cash (other than to QD LLC or any of its Subsidiaries or an employee stock ownership plan or trust established by QD LLC or any of its
Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof. 
 “Destruction” means any damage to, loss or destruction of all or any portion of the Collateral. 
 “Discharge of Senior Lender Claims” shall mean, except to the extent otherwise provided in the Intercreditor Agreement, payment in full in cash (except for contingent indemnities and cost
and reimbursement obligations to the extent no claim has been made) of (a) all Obligations in respect of all outstanding First Priority Lien Obligations and, with respect to letters of credit or letter of credit guaranties outstanding
thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the Credit Agreement, in each case after or concurrently with the termination of all commitments to extend credit thereunder and (b) any
other First Priority Lien Obligations that are due and payable or otherwise accrued 

  
 12 









 
and owing at or prior to the time such principal and interest are paid; provided that the Discharge of Senior Lender Claims shall not be deemed to have occurred if such payments are made
with the proceeds of other First Priority Lien Obligations that constitute an exchange or replacement for or a refinancing of such Obligations or First Priority Lien Obligations. In the event the First Priority Lien Obligations are modified and the
Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code, the First Priority Lien Obligations shall be deemed to be discharged when the final payment is made, in cash, in respect of such indebtedness
and any obligations pursuant to such new indebtedness shall have been satisfied. 
 “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 redeemable or exchangeable), or upon the happening of any event: 

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a
change of control or asset sale), 
 (2) is convertible or exchangeable for Indebtedness or Disqualified Stock of
such Person or any of its Restricted Subsidiaries, or 
 (3) is redeemable at the option of the holder thereof,
in whole or in part (other than solely as a result of a change of control or asset sale), 
 in each case prior to 91 days after the earlier of
the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of QD LLC 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 such Person in order to satisfy applicable statutory or regulatory obligations or
as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital
Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. 
 “Domestic Subsidiary”
means a Restricted Subsidiary that is not a Foreign Subsidiary. 
 “EBITDA” means, with respect to any Person
for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income: 

(1) Consolidated Taxes; plus 

(2) Fixed Charges; plus 
 (3) Consolidated Depreciation and Amortization Expense; plus 

  
 13 









  
 (4)
Consolidated Non-Cash Charges; plus 
 (5) any expenses or charges (other than Consolidated Depreciation
or Amortization Expense) related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the Incurrence or repayment of Indebtedness permitted to be Incurred by this Indenture (including a refinancing thereof)
(whether or not successful), including (i) such fees, expenses or charges related to the Transactions and the Exchange Offer Transactions, (ii) any amendment or other modification of the Notes or other Indebtedness, (iii) any
additional interest in respect of the Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Receivables Financing; plus 

(6) business optimization expenses and other restructuring charges, reserves or expenses (which, for the avoidance of
doubt, shall include, without limitation, the effect of inventory optimization programs, facility closures, facility consolidations, retention, systems establishment costs, contract termination costs, future lease commitments and excess pension
charges); plus 
 (7) the amount of loss on sale of receivables and related assets to a Receivables
Subsidiary in connection with a Qualified Receivables Financing; plus 
 (8) any costs or expense 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 cost or expenses are funded with cash proceeds
contributed to the capital of an Issuer or a Guarantor or net cash proceeds of an issuance of Equity Interests of QD LLC (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the
Cumulative Credit; plus 
 (9) all adjustments of the nature used in connection with the calculation of
“Consolidated EBITDA” as set forth in footnote (3) to the “Summary Financial and Other Operating Data of QDI” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue
to be applicable to such period; 
 less, without duplication, 

(10) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or
any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period and any items for which cash was received in a prior period). 

“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 after the Issue Date of common Capital Stock or Preferred Stock of QD LLC or any direct or indirect parent of QD LLC, as applicable (other than Disqualified Stock), other than: 

(1) public offerings with respect to QD LLC’s or such direct or indirect parent’s common Capital Stock
registered on Form S-4 or Form S-8; 

  
 14 









  
 (2)
issuances to any of its Subsidiaries; and 
 (3) any such public or private sale that constitutes an Excluded
Contribution. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder. 
 “Exchange Offer Transactions” means, collectively, (i) the
exchange offers by the Issuers consummated in October 2009 with respect to certain outstanding Indebtedness of the Issuers, and (ii) the payment of fees and expenses in relation to the foregoing. 

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in
good faith by senior management or the Board of Directors of QD LLC) received by QD LLC after the Issue Date from: 
 (1) contributions to its common equity capital, and 
 (2) the sale
(other than to a Subsidiary of QD LLC or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of
QD LLC,, 
 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on or promptly after the
date such capital contributions are made or the date such Capital Stock is sold, as the case may be. 
 “Fair Market
Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or
compulsion to complete the transaction. 
 “First Priority After-Acquired Property” means any property of the
Issuers or any Guarantor that secures any Secured Bank Indebtedness that is not already subject to the Lien under the Security Documents, except to the extent such property is excluded from the Collateral pursuant to the Security Documents because
it would require, pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act (or another rule or regulation, or any other law, rule or regulation is adopted, that would so require), the filing of separate financial statements with
the SEC that are not otherwise required to be filed (as more fully set forth in the Collateral Agreement). 
 “First
Priority Lien Obligations” means (i) all Secured Bank Indebtedness and (ii) all other Obligations of QD LLC or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management
services in each case owing to a Person that is a holder of Secured Bank Indebtedness or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services. 

  
 15 









  
 “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 QD LLC or any of the Restricted Subsidiaries Incurs,
repays, repurchases or redeems any Indebtedness (other than in the case of any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during the applicable period)
or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance,
repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided that QD LLC may elect pursuant to an Officer’s Certificate delivered to the Trustee
to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an
Incurrence at such subsequent time. 
 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that QD LLC or any Restricted
Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming
that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change of 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 QD LLC or any Restricted Subsidiary since the
beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, amalgamation, discontinued operation or operational change, in each case with respect to an operating unit of a business, 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, discontinued operation, merger,
amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted
Subsidiary is designated a Restricted Subsidiary, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such designation 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 any event, the pro forma
calculations shall be made in good faith by a responsible financial or accounting officer of QD LLC. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of QD LLC as set forth in an
Officer’s 

  
 16 









 
Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from the applicable event, and (2) all adjustments
of the nature used in connection with the calculation of “Consolidated EBITDA” as set forth in footnote (3) to the “Summary Financial and Other Operating Data of QDI” under “Summary” in the Offering Memorandum to
the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. 
 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 Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). 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 QD LLC 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. 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 QD LLC may designate.

 For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on
the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

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

(1) Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs and excluding
pay-in-kind interest in respect of the Subordinated Notes due 2013) of such Person for such period, and 
 (2)
all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of such Person and its Restricted Subsidiaries. 
 “Flow Through Entity” means an entity that is treated as a partnership not taxable as a corporation, a grantor trust or a disregarded entity for U.S. federal income tax purposes or
subject to treatment on a comparable basis for purposes of state, local or foreign tax law. 
 “Foreign
Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or territory thereof or the District of Columbia. 

  
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“GAAP” means generally accepted accounting principles in the United States 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, which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with its Restricted
Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. 
 “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,
without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 
 “Guarantee” means any guarantee of the obligations of the Issuers under the indenture and the Notes by any Person in accordance with the provisions of the indenture. 

“Guarantor” means any Person that Incurs a Guarantee; provided that upon the release or discharge of such Person from
its Guarantee in accordance with the indenture, such Person ceases to be a Guarantor. 
 “Hedging Obligations”
means, with respect to any Person, the obligations of such Person under: 
 (1) currency exchange, interest rate or commodity
swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices. 

“holder” or “noteholder” means the Person in whose name a Note is registered on the Registrar’s
books. 
 “Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time such person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the
time it becomes a Subsidiary. 
 “Indebtedness” means, with respect to any Person: 

(1) the principal and premium (if any) of any indebtedness 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 deferred and
unpaid purchase price of any property (except any such balance that (i) constitutes a trade payable or similar obligation to a trade creditor Incurred in the 

  
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ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities
accrued in the ordinary course of business), which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations, or
(e) representing any Hedging Obligations, if and to the extent that any of the foregoing would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor
or otherwise, the obligations referred to in clause (1) of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and 

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such
Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by QD LLC) of such asset at such
date of determination, and (b) the amount of such Indebtedness of such other Person; 
 provided, however, that
notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations Incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase
price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; or (4) Obligations under or in respect of Qualified Receivables Financing. 

Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect
to, the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of
accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of
Indebtedness under this Indenture. 
 “Indenture” means this Indenture as amended or supplemented from time to
time. 
 “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or
consultant, in each case of nationally recognized standing, that is, in the good faith determination of QD LLC, qualified to perform the task for which it has been engaged. 
 “Intercreditor Agents” has the meaning given to such term in the Intercreditor Agreement. 
 “Intercreditor Agreement” means the intercreditor agreement among Credit Suisse, Cayman Islands Branch and General Electric Capital Corporation, as agents under the


  
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Credit Agreement Documents, the Trustee, and the other parties from time to time party thereto, dated as of , 2010, as it may be amended, restated, supplemented or otherwise modified from time to
time in accordance with the Indenture. 
 “Interest Payment Date” has the meaning set forth in Exhibit A
and Exhibit B hereto. 
 “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 an equivalent rating by any other Rating Agency. 

“Investment Grade Securities” means: 

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality
thereof (other than Cash Equivalents), 
 (2) securities that have a rating equal to or higher than Baa3 (or
equivalent) by Moody’s and BBB- (or equivalent) by S&P, but excluding any debt securities or loans or advances between and among QD LLC 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 and/or distribution, and 
 (4)
corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)
in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants 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 of such
Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and
Section 4.04: 
 (1) “Investments” shall include the portion (proportionate to QD LLC’s
equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by QD LLC) of the net assets of a Subsidiary of QD LLC at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however,
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, QD LLC shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 

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

  
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 (b) the
portion (proportionate to QD LLC’s equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by QD LLC) 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 (as determined
in good faith by QD LLC) at the time of such transfer, in each case as determined in good faith by the Board of Directors of QD LLC. 
 “Issue Date” means the date on which the Notes are originally issued. 
 “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar 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. 

“Management Group” means the group consisting of the directors, executive officers and other management personnel of
QDI, QD LLC or any direct or indirect parent of QD LLC, as the case may be, on the Issue Date together with (1) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of QDI, QD LLC or
any direct or indirect parent of QD LLC, as applicable, was approved by a vote of a majority of the directors of QDI, QD LLC or any direct or indirect parent of QD LLC, as applicable, then still in office who were either directors on the Issue Date
or whose election or nomination was previously so approved and (2) executive officers and other management personnel of QDI, QD LLC or any direct or indirect parent of QD LLC, as applicable, hired at a time when the directors on the Issue Date
together with the directors so approved constituted a majority of the directors of QDI, QD LLC or any direct or indirect parent of QD LLC, as applicable. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 
 “Mortgaged Properties” means the Real Properties owned or leased by the Issuers or any Guarantor encumbered by a Mortgage to secure the First Priority Lien Obligations. 

“Mortgages” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases
and rents, and other security documents delivered with respect to Mortgaged Properties, as amended, supplemented or otherwise modified from time to time. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends. 

  
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 “Net Insurance
Proceeds” means the insurance proceeds (excluding liability insurance proceeds payable to the Trustee for any loss, liability or expense incurred by it and excluding the proceeds of business interruption insurance) or condemnation awards
actually received by the Issuers or any Restricted Subsidiary as a result of the Destruction or Taking of all or any portion of the Collateral, net of: 
 (1) reasonable out-of-pocket expenses and fees relating to such Taking or Destruction (including, without limitation, expenses of attorneys and insurance adjusters); and 

(2) repayment of Indebtedness that is secured by the property or assets that are the subject of such Taking or Destruction;
provided that, in the case of any Destruction or Taking involving Collateral, the Lien securing such Indebtedness constitutes a Lien permitted by this Indenture to be senior to the Second Priority Liens. 

“Net Proceeds” means the aggregate cash proceeds received by QD LLC or any Restricted Subsidiary in respect of any Asset
Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash
form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and
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 related solely to such disposition), amounts required
to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided
by QD LLC as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by QD LLC after such sale or other disposition thereof, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 
 “Notes Obligations” means Obligations in respect of the Notes, the Indenture and the Security Documents, including, for the avoidance of doubt, Obligations in respect of exchange notes
and guarantees thereof. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that
Obligations with respect to the Notes shall not include fees or indemnifications in favor of third parties other than the Trustee and the holders of the Notes. 

  
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 “Offering
Memorandum” means the confidential offering memorandum, dated November 1, 2010, as supplemented or amended from time to time, relating to the issuance of the Initial Notes. 

“Officer” means the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of QD LLC. 
 “Officer’s
Certificate” means a certificate signed on behalf of QD LLC by an Officer of QD LLC, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of QD LLC, which meets the
requirements set forth in this Indenture. 
 “Opinion of Counsel” means a written opinion from legal counsel
who is acceptable to the Trustee. The counsel may be an employee of or counsel to QD LLC. 
 “Other Second-Lien
Obligations” means other Indebtedness of QD LLC and its Restricted Subsidiaries that is equally and ratably secured with the Notes as permitted by this Indenture and is designated by QD LLC as an Other Second-Lien Obligation;
provided that an authorized representative on behalf of the holders of such Indebtedness has executed joinders to the Security Documents in the form or substantially in the form provided therein. 

“Owned Real Property” means each parcel of Real Property that is owned in fee by the Issuers or any Guarantor that has
an individual fair market value (as determined by QD LLC in good faith) of at least $1.0 million or is pledged to secure First-Priority Lien Obligations. 
 “Permitted Holders” means, at any time, each of (i) the Sponsor, (ii) the Management Group, (iii) any Person that has no material assets other than the Capital Stock of QDI
and/or QD LLC and, directly or indirectly, holds or acquires 100% of the total voting power of the Voting Stock of QDI, and of which no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
or any successor provision), other than any of the other Permitted Holders specified in clauses (i) and (ii) above, holds more than 50% of the total voting power of the Voting Stock thereof and (iv) any group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) the members of which include any of the Permitted Holders specified in clauses (i) and (ii) above and that, directly or indirectly, hold or
acquire beneficial ownership of the Voting Stock of QDI (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or
acquired by such member and (2) no Person or other “group” (other than the Permitted Holders specified in clauses (i) and (ii) above) beneficially owns more than 50% on a fully diluted basis of the Voting Stock held
by the Permitted Holder 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 this Indenture will thereafter,
together with its Affiliates, constitute an additional Permitted Holder. 
 “Permitted Investments” means:

 (1) any Investment in QD LLC or any Restricted Subsidiary; 

  
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 (2) any
Investment in Cash Equivalents or Investment Grade Securities; 
 (3) any Investment by QD LLC or any Restricted
Subsidiary in a Person 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, consolidated or amalgamated with or into, or
transfers or conveys all or substantially all of its assets to, or is liquidated into, QD LLC or a Restricted Subsidiary; 
 (4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other
disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on, or made pursuant to
binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as
required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture; 
 (6) advances to employees, taken together with all other advances made pursuant to this clause (6), not to exceed $5.0 million at any one time outstanding; 

(7) any Investment acquired by QD LLC or any Restricted Subsidiary (a) in exchange for any other Investment or
accounts receivable held by QD LLC or 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 QD LLC or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 

(8) Hedging Obligations permitted under Section 4.03(b)(x); 

(9) any Investment by QD LLC or any Restricted Subsidiary in a Similar Business having an aggregate Fair Market Value (as
determined in good faith by QD LLC), taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the greater of (x) $15.0 million and (y) 5% 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); provided, however, that if any Investment pursuant to this clause (9) is made in
any Person that is not QD LLC or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes QD LLC or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to
clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be QD LLC or a Restricted Subsidiary; 

(10) additional Investments by QD LLC or any Restricted Subsidiary having an aggregate Fair Market Value (as determined in
good faith by QD LLC), taken together with all other Investments made pursuant to this clause (10) that are at that time 

  
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outstanding, not to exceed the greater of (x) $15.0 million and (y) 5% 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); provided, however, that if any Investment pursuant to this clause (10) is made in any Person that is not QD LLC or a Restricted Subsidiary at the date of the making
of such Investment and such Person becomes QD LLC or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause
(10) for so long as such Person continues to be QD LLC or a Restricted Subsidiary; 
 (11) loans and
advances to officers, directors or employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund such person’s
purchase of Equity Interests of QD LLC or any direct or indirect parent of QD LLC; 
 (12) Investments the
payment for which consists of Equity Interests of QD LLC (other than Disqualified Stock) or any direct or indirect parent of QD LLC, as applicable; provided, however, that such Equity Interests will not increase the amount available for
Restricted Payments under clause (C) of the definition of “Cumulative Credit”; 
 (13) any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (iv), (vi), (vii) and (ix)(B) of such Section);

 (14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint
marketing arrangements with other Persons; 
 (15) guarantees issued in accordance with Section 4.03 and
Section 4.11, including, without limitation, any guarantee or other obligation issued or Incurred under the Credit Agreement in connection with any letter of credit issued for the account of QD LLC or any of its Subsidiaries (including with
respect to the issuance of, or payments in respect of drawings under, such letters of credit); 
 (16)
Investments consisting of purchases and acquisitions of inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property; 

(17) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in
connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; 

(18) [Intentionally omitted]; 

  
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 (19)
any Investment in an entity which is not a Restricted Subsidiary to which a Restricted Subsidiary sells accounts receivable pursuant to a Qualified Receivables Financing; 

(20) additional Investments in joint ventures not to exceed at any one time in the aggregate outstanding under this clause
(20) $10.0 million; provided, however, that if any Investment pursuant to this clause (20) is made in any Person that is not QDLLC or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes QD
LLC or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (20) for so long as such Person continues
to be QD LLC or a Restricted Subsidiary; 
 (21) Investments of a Restricted Subsidiary acquired after the Issue
Date or of an entity merged into, amalgamated with or consolidated with QD LLC or a Restricted Subsidiary in a transaction that is not prohibited by Section 5.01 after the Issue Date to the extent that such Investments were not made in
contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and 

(22) Investments consisting of loans or advances to, prepayments of expenses of, purchases on behalf of, or other
extensions of credit to (other than extensions of trade credit which are specifically excluded from the definition of “Investments”), Program Affiliates so long as such amounts are used to fund expenses or purchases incurred in the
ordinary course of business and are being made on a basis consistent with past practice. 
 “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 and mechanics’ Liens, in each case for sums not yet due 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; 
 (3) Liens for taxes, assessments or
other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings; 

  
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 (4)
Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the
ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such
Person; 
 (6) (A) Liens on assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness
of such Restricted Subsidiary permitted to be Incurred pursuant to Section 4.03, (B) Liens securing First Priority Lien Obligations in an aggregate principal amount not to exceed the greater of (x) the aggregate principal amount of
Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(i) and (y) the maximum principal amount of Indebtedness that, as of the date such Indebtedness was Incurred, and after giving pro forma effect to the Incurrence of such
Indebtedness and the application of proceeds therefrom, would not cause the Secured Indebtedness Leverage Ratio of QD LLC to exceed 3.50 to 1.00, and (C) Liens securing Indebtedness permitted to be Incurred pursuant to clause (iv),
(xii) or (xx) of Section 4.03(b) (provided that in the case of clause (xx), such Lien does not extend to the property or assets of any Subsidiary of QD LLC other than a Foreign Subsidiary); 

(7) Liens existing on the Issue Date (other than Liens in favor of the lenders under the Credit Agreement); 

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,
however, that 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 QD
LLC or any Restricted Subsidiary; 
 (9) Liens on assets or property at the time QD LLC or a Restricted
Subsidiary acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into QD LLC or any Restricted Subsidiary; provided, however, that such Liens (other than Liens to service
Indebtedness permitted to be Incurred pursuant to clause (xvi) of Section 4.03(b)) are not created or Incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens (other than
Liens to service Indebtedness permitted to be Incurred pursuant to clause (xvi) of Section 4.03(b)) may not extend to any other property owned by QD LLC or any Restricted Subsidiary; 

(10) Liens securing Indebtedness or other obligations of QD LLC or a Restricted Subsidiary owing to QD LLC or another
Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03; 

  
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 (11)
Liens securing Hedging Obligations not Incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness; 

(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 and subleases of real property which do not materially interfere with the ordinary conduct of the business of
QD LLC or any of the Restricted Subsidiaries; 
 (14) Liens arising from Uniform Commercial Code financing
statement filings regarding operating leases entered into by QD LLC and the Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of an Issuer or any Guarantor; 
 (16) Liens on
accounts receivable and related assets of the type specified in the definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing; 

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

(18) Liens on the Equity Interests of Unrestricted Subsidiaries; 

(19) grants of software and other technology licenses in the ordinary course of business; 

(20) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings,
refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (10), (11) and (15); provided, however, that (x) 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 (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum
of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture,
and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; provided further, however, that in the case of any Liens to secure any refinancing,
refunding, extension or renewal of Indebtedness secured by a Lien referred to in clause (6)(B), the principal amount of any Indebtedness Incurred for such refinancing, refunding, extension or renewal shall be deemed secured by a Lien under clause
(6)(B) and not this clause (20) for purposes of determining the principal amount of Indebtedness outstanding under clause (6)(B), for purposes of Section 11.04(a)(1) and for purposes of the definition of Secured Bank Indebtedness;


  
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 (21)
Liens on equipment of QD LLC or any Restricted Subsidiary granted in the ordinary course of business to QD LLC’s or such Restricted Subsidiary’s client at which such equipment is located; 

(22) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights
related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 
 (23) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; 

(24) Liens Incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of
business; 
 (25) other Liens securing obligations Incurred in the ordinary course of business which obligations
do not exceed $15.0 million at any one time outstanding; 
 (26) any encumbrance or restriction (including put
and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 
 (27) any amounts held by a Trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of QD LLC or any Restricted Subsidiary; and 

(28) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off
or similar rights and remedies as to deposit accounts or other funds maintained with a depository or financial institution. 

“Permitted Program Affiliate Transactions” shall mean a transaction or series of transactions effected in the ordinary
course of business of QD LLC or any of its Restricted Subsidiaries and consistent with the past practices of QD LLC and its Restricted Subsidiaries pursuant to which (A) (i) QD LLC and/or one or more of its Restricted Subsidiaries lease
equipment from a third party financial institution, (ii) transfer the lease (and the equipment subject thereto) to a Program Affiliate and (iii) guarantee a portion of the lease payments owing by such Program Affiliate to such financial
institution and/or agree to assume from the Program Affiliate the lease initially so transferred to it upon the failure of such Program Affiliate to make the lease payments owing by it thereunder to such financial institution, (B) (i) QD
LLC and/or one or more of its Restricted Subsidiaries lease equipment from a third party financial institution, (ii) sublease such equipment to a Program Affiliate, (iii) transfer the account receivable related to the sublease (together
with all collateral rights to the equipment that is the subject of the sublease) to a third party financial institution and (iv) guarantee the sublease payments owing by the Program Affiliate to such financial institution, (C) (i) QD
LLC and/or one or more of its Restricted Subsidiaries lease equipment to a Program Affiliate, (ii) transfer the account receivable related to such lease (together with all the collateral rights to the equipment that is the


  
 29 









 
subject of the lease) to a third party financial institution and (iii) guarantee the lease payments owing by the Program Affiliate to such financial institution or (D) (i) QD LLC
and/or one or more of its Restricted Subsidiaries lease equipment to a Program Affiliate, (ii) transfer the lease (and the related account receivable and the equipment that is the subject of the lease) to a third party financial institution and
(iii) guarantee the lease payments owing by the Program Affiliate to such financial institution and/or agree to assume such equipment lease from such Program Affiliate upon the failure of such Program Affiliate to make the lease payments owing
by it thereunder to such financial institution. 
 “Person” means any individual, corporation, partnership,
limited liability company, 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 right of payment of dividends or upon liquidation,
dissolution or winding up. 
 “Presumed Tax Rate” means the highest effective marginal statutory combined U.S.
federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of
Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

 “Program Affiliates” shall mean each of the independently-owned entities that operate under the name of QD
LLC or any of its Restricted Subsidiaries pursuant to an exclusive agreement with QD LLC or such Restricted Subsidiary. 

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following
conditions: 
 (1) the Board of Directors of QD LLC shall have determined in good faith that such Qualified
Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to QD LLC and the Receivables Subsidiary; 

(2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as
determined in good faith by QD LLC); and 
 (3) the financing terms, covenants, termination events and other
provisions thereof shall be market terms (as determined in good faith by QD LLC) and may include Standard Securitization Undertakings. 
 The grant of a security interest in any accounts receivable of QD LLC or any Restricted Subsidiary (other than a Receivables Subsidiary) to secure Bank Indebtedness, Indebtedness in respect of the Notes
or any Refinancing Indebtedness with respect to the Notes shall not be deemed a Qualified Receivables Financing. 

  
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 “Rating
Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuers’ control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15cs-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuers, QD LLC or any direct or indirect parent of QD LLC as a replacement agency for Moody’s or S&P, as the case may be. 

“Record Date” has the meaning specified in Exhibits A and B hereto. 

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

“Receivables Financing” means any transaction or series of transactions that may be entered into by QD LLC or any of its
Subsidiaries pursuant to which QD LLC or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by QD LLC or any of its Subsidiaries); and (b) any other Person (in the case
of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of QD LLC or any of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in
respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by QD LLC or any such Subsidiary in connection with such accounts
receivable. 
 “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a
Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including 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. 
 “Receivables Subsidiary” means a Wholly-Owned Restricted Subsidiary (or another Person formed for the purposes of engaging in Qualified Receivables Financing with QD LLC in which QD LLC
or any Subsidiary of QD LLC makes an Investment and to which QD LLC or any such Subsidiary transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of QD LLC
and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors
of QD LLC (as provided below) as a Receivables Subsidiary and: 
 (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by QD LLC or any other Subsidiary of QD LLC (excluding guarantees of obligations (other than the principal of and interest on, Indebtedness) pursuant to Standard Securitization Undertakings),
(ii) is recourse to or obligates QD LLC or any other 

  
 31 









 
Subsidiary in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of QD LLC or any other Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; 
 (b) with
which neither QD LLC nor any other Subsidiary has any material contract, agreement, arrangement or understanding other than on terms which QD LLC reasonably believes to be no less favorable to QD LLC or such Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of QD LLC; and 
 (c) to which none of QD LLC or their other
Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 
 Any such designation by the Board of Directors of QD LLC shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of QD LLC giving effect
to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions. 

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of
the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the
time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of
this Indenture. 
 “Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that are
contractually restricted from being distributed to QD LLC, except for such cash and Cash Equivalents subject only to such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that are secured by
such cash or Cash Equivalents. 
 “Restricted Investment” means an Investment other than a Permitted
Investment. 
 “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such Person other
than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of QD LLC. 

“Reversion Date” means the date on which one or both of the Rating Agencies withdraw their Investment Grade Rating or
downgrade the rating assigned to the Notes below an Investment Grade Rating. 
 “Sale/Leaseback Transaction”
means an arrangement relating to property now owned or hereafter acquired by QD LLC or a Restricted Subsidiary whereby QD LLC or such Restricted Subsidiary transfers such property to a Person and QD LLC or such Restricted Subsidiary leases it from
such Person, other than leases between QD LLC and a Restricted Subsidiary or between Restricted Subsidiaries. 

  
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“S&P” means Standard & Poor’s Ratings Group or any successor to the rating agency business thereof.

 “SEC” means the Securities and Exchange Commission. 

“Second Priority Liens” means the Liens securing the Obligations of the Issuers in respect of the Notes and this
Indenture and all present and future Liens securing Other Second-Lien Obligations as set forth in the Collateral Agreement. 

“Secured Bank Indebtedness” means any Bank Indebtedness that is secured by a Permitted Lien incurred or deemed incurred
pursuant to clause (6)(B) of the definition of Permitted Liens. 
 “Secured Indebtedness” means any
Indebtedness secured by a Lien. 
 “Secured Indebtedness Leverage Ratio” means, with respect to any Person, at
any date the ratio of (i) Secured Indebtedness constituting First-Priority Lien Obligations of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the
amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to
(ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that QD LLC or any Restricted
Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured
Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock as if the same had occurred at the beginning of the applicable four-quarter period; provided that QD LLC may elect pursuant to an
Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be
deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. 
 For purposes of making the computation
referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational
changes that QD LLC or any Restricted Subsidiary has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date shall
be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes


  
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(and the change of any associated Indebtedness 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 QD LLC or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation,
amalgamation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable
four-quarter period. If since the beginning of such period any Restricted Subsidiary is designated an Unrestricted Subsidiary or any Unrestricted Subsidiary is designated a Restricted Subsidiary, then the Secured Indebtedness Leverage Ratio shall be
calculated giving pro forma effect thereto for such period as if such designation 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 any event, the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of QD LLC. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of QD LLC as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and
other operating improvements or synergies reasonably expected to result from the applicable event and (2) all adjustments of the nature used in connection with the calculation of “Consolidated EBITDA” as set forth in footnote
(3) to the “Summary Financial and Other Operating Data of QDI” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such applicable four-quarter period.

 For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on
the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Security Documents” means the Collateral Agreement and the security agreements, pledge
agreements, collateral assignments, mortgages and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the security interests in the
Collateral for the benefit of the Trustee and the holders of the Notes as contemplated by this Indenture. 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of QD
LLC within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC (or any successor provision). 

“Similar Business” means a business, the majority of whose revenues are derived from the activities of QD LLC and its
Subsidiaries as of the Issue Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 

  
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“Sponsor” means (i) Apollo Management, L.P. and any of its respective Affiliates other than any portfolio companies
(collectively, the “Apollo Sponsor”) and (ii) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsor;
provided that the Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of QD LLC. 
 “Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by QD LLC or any Subsidiary thereof which QD
LLC has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation
shall be deemed to be a Standard Securitization Undertaking. 
 “Stated Maturity” means, with respect to any
security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
 “Subordinated Indebtedness” means (a) with respect to the Issuers, any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and
(b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to its Guarantee. 
 “Subordinated Notes due 2013” means the Issuers’ 11% Senior Subordinated PIK Notes due 2013 outstanding on the Issue Date; provided that any references to the “Subordinated
Notes due 2013” shall also include any increases in the aggregate principal amount as a result of the payment of interest thereon in the form of additional notes. 
 “Subsidiary” means, with respect to any Person, (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) 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, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the
capital accounts, distribution rights, total equity and voting interests or general and 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 interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such
entity. 

  
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 “Subsidiary
Guarantor” means any Guarantor that is a Subsidiary of QD LLC. 
 “Suspension Period” means the period
of time between a Covenant Suspension Event and the related Reversion Date. 
 “Taking” means any taking of all
or any portion of the Collateral by condemnation or other eminent domain proceedings, pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of all or any portion of the Collateral by any
governmental authority, civil or military, or any sale pursuant to the exercise by any such governmental authority of any right which it may then have to purchase or designate a purchaser or to order a sale of all or any portion of the Collateral.

 “Tax Distributions” means any distributions described in Section 4.04(b)(xii). 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of this
Indenture. 
 “Total Assets” means the total consolidated assets of QD LLC and the Restricted Subsidiaries, as
shown on the most recent balance sheet of QD LLC. 
 “Tractor Trailer” shall mean any truck, tractor, tank
trailer or other trailer and any similar vehicle or trailer. 
 “Transactions” means (i) the offering of
the notes on the Issue Date and the application of the proceeds therefrom as described in “Use of Proceeds” in the Offering Memorandum” and (ii) the payment of fees and expenses in relation to the foregoing. 

“Transportation Equipment” means each of the following types of licensed vehicles and Tractor Trailers owned by the
Issuers or any Guarantor: (a) vehicles and Tractor Trailers used for the transportation and delivery of goods, (b) vehicles and Tractor Trailers used for leasing service and (c) vehicles and Tractor Trailers otherwise in connection
with the Issuers’ or any Guarantor’s business, in each case used or held for sale in the ordinary course of the Issuers’ or such Guarantor’s business. 
 “Treasury Rate” means, as of the applicable 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 such 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 such redemption date to November 1, 2014; provided, however, that if the period from such 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. 
 “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 

  
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 “Uniform
Commercial Code” or “UCC” means the New York Uniform Commercial Code as in effect from time to time. 

“Unrestricted Subsidiary” means: 

(1) any Subsidiary of QD LLC that at the time of determination shall be designated an Unrestricted Subsidiary by the Board
of Directors of QD LLC in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary;

 QD LLC may designate any Subsidiary of QD LLC (including 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, QD LLC or any other Subsidiary of QD LLC that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of
QD LLC or any of the Restricted Subsidiaries; provided, further, however, that either: 
 (a) the
Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 
 (b) if such Subsidiary has
consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04. 
 QD LLC may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: 
 (x) (1) QD LLC could Incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a), or (2) the Fixed Charge Coverage Ratio would be greater
than such ratio immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 
 (y) no Event of Default shall have occurred and be continuing. 
 Any such
designation by QD LLC shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee thereof of QD LLC giving effect to such designation and an Officer’s Certificate
certifying that such designation complied with the foregoing provisions. 
 “U.S. Government Obligations” 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, 

  
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 which, in each case, are not callable
or redeemable at the option of the issuer 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 U.S. Government Obligations or a
specific payment of principal of or interest on any such U.S. Government Obligations 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 U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government
Obligations evidenced by such depository receipt. 
 “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 or 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 Restricted Subsidiary” is any Wholly-Owned Subsidiary that is a Restricted Subsidiary. 
 “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’
qualifying shares or shares required to be held by Foreign Subsidiaries) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person. 
 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined in
Section

	 “Additional Interest”
	  	Appendix A
	 “Additional Second Priority Debt”
	  	4.12(c)
	 “Affiliate Transaction”
	  	4.07
	 “Asset Sale Offer”
	  	4.06(b)
	 “Bankruptcy Law”
	  	6.01
	 “Change of Control Offer”
	  	4.08
	 “covenant defeasance option”
	  	8.01(b)
	 “Covenant Suspension Event”
	  	4.16
	 “Custodian”
	  	6.01
	 “Definitive Note”
	  	Appendix A
	 “Depository”
	  	Appendix A
	 “Euroclear”
	  	Appendix A


  
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	 Term
	  	 Defined in
Section

	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.06(b)
	“Exchange Notes”	  	Preamble
	“Global Notes”	  	Appendix A
	“Global Notes Legend”	  	Appendix A
	“Guaranteed Obligations”	  	12.01(a)
	“IAI”	  	Appendix A
	“incorporated provision”	  	13.01
	“Initial Guarantee Event”	  	4.11(c)
	“Initial Notes”	  	Preamble
	“Initial Purchasers”	  	Appendix A
	“Issuer”	  	Preamble
	“legal defeasance option”	  	8.01(b)
	“Notes”	  	Preamble
	“Notes Custodian”	  	Appendix A
	“Notice of Default”	  	6.01
	“Offer Period”	  	4.06(d)
	“Paying Agent”	  	2.04(a)
	“Pari Passu Indebtedness”	  	4.06(b)(3)
	“protected purchaser”	  	2.08
	“QIB”	  	Appendix A
	“Refinancing Indebtedness”	  	4.03(b)
	“Refunding Capital Stock”	  	4.04(b)
	“Registered Exchange Offer”	  	Appendix A
	“Registrar”	  	2.04(a)
	“Registration Rights Agreement”	  	Appendix A
	“Regulation S”	  	Appendix A
	“Regulation S Notes”	  	Appendix A
	“Restricted Notes Legend”	  	Appendix A
	“Restricted Payment”	  	4.04(a)
	“Restricted Period”	  	Appendix A
	“Retired Capital Stock”	  	4.04(b)
	“Reversion Date”	  	4.16
	“Rule 501”	  	Appendix A
	“Rule 144A”	  	Appendix A
	“Rule 144A Notes”	  	Appendix A
	“Second Commitment”	  	4.06
	“Shelf Registration Statement”	  	Appendix A
	“Successor Holdco”	  	5.01(a)
	“Suspended Covenants”	  	4.16
	“Transfer”	  	5.01(b)
	“Transfer Restricted Definitive Notes”	  	Appendix A
	“Transfer Restricted Global Notes”	  	Appendix A


  
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	 Term
	  	 Defined in
Section

	“Unrestricted Definitive Notes”	  	Appendix A
	“Unrestricted Global Notes”	  	Appendix A

 SECTION 1.03.
Incorporation by Reference of Trust Indenture Act. This Indenture incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings: 

“Commission” means the SEC. 
 “indenture securities” means the Notes and any Guarantee. 

“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 Issuers and each Guarantor and any other obligor on the Notes.

 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or
defined by SEC rule have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of Construction.
Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 

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

(c) “or” is not exclusive; 
 (d) “including” means including without limitation; 
 (e) words
in the singular include the plural and words in the plural include the singular; 
 (f) unsecured Indebtedness shall not be
deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; 
 (g) the
principal amount of any non-interest 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; 

  
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 (h) the principal
amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; 

(i) unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; 
 (j)
“$” and “U.S. dollars” each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts; and 

(k) whenever in this Indenture or the Notes there is mentioned, in any context, principal, interest or any other amount payable under or
with respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest is, were or would be payable in respect thereof. 

ARTICLE II 

THE NOTES 

SECTION 2.01. Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this
Indenture on the Issue Date is $225,000,000. 
 The Issuers may from time to time after the Issue Date issue Additional Notes
under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in
compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Section 2.07, 2.08, 2.09, 3.06, 4.06(e), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner
provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: 

(1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture,

 (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such
Additional Notes shall accrue; 
 (3) if applicable, that such Additional Notes shall be issuable in whole or in
part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit
A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for 

  
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Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee
thereof; and 
 (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be
issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. 
 If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of QD LLC 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. 

The Initial Notes, including any Additional Notes, may, at the Issuers’ option, be treated as a single class for all purposes under
this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. 
 SECTION 2.02.
Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes and the
Trustee’s certificate of authentication and (ii) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which
is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Notes and the Trustee’s certificate of authentication and (ii) any Additional Notes issued other than as Transfer Restricted Notes and the
Trustee’s certificate of authentication shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Issuers or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the
date of its authentication. The Notes shall be issuable only in registered form without interest coupons and in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. 

SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written
order of the Issuers signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $225,000,000, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal
amount to be determined at the time of issuance and specified therein and (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged
pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be
authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to
the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. 

  
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 One Officer shall sign
the Notes for the Issuers by manual or facsimile signature. 
 If an 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 signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuers to authenticate the Notes. Any such
appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 

SECTION 2.04. Registrar and Paying Agent. 
 (a) The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) 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 Issuers may have one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint the Trustee as Registrar, Paying Agent and
the Notes Custodian with respect to the Global Notes. 
 (b) The Issuers may 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 Issuers shall notify the Trustee in writing of the
name and address of any such agent. If the Issuers fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. QD LLC or any of its
domestically organized Wholly-Owned Subsidiaries may act as Paying Agent or Registrar. 
 (c) The Issuers may remove any
Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as
evidenced by an appropriate agreement entered into by the Issuers 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 Issuers and the Trustee; provided, however, that the Trustee may
resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.08. 

  
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 SECTION 2.05.
Paying Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on any Note, the Issuers shall deposit with each Paying Agent (or if QD LLC or a Wholly-Owned Subsidiary is acting as Paying Agent, segregate and
hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent
shall hold in trust for the benefit of holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. If QD
LLC or a Wholly-Owned Subsidiary of QD LLC acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Issuers at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. 

SECTION 2.06. 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. If the Trustee is not the Registrar, the Issuers 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. 
 SECTION 2.07. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance
with Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a
request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute
and the Trustee shall authenticate Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this
Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any
Notes for a period of 15 days before a selection of Notes to be redeemed. 
 Prior to the due presentation for registration of
transfer of any Note, the Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


  
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 Any holder of a
beneficial interest in a Global Note shall, by acceptance of such beneficial interest, 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 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. 

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. 
 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 Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by
the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. 
 SECTION 2.08. Replacement 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 Issuers
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 Issuers or the Trustee within a reasonable time after
such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the 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. If required by the Trustee or the Issuers, such
holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, a Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replaced and
subsequently presented or claimed for payment. The Issuers and the Trustee may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such Note). In the event any
such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuers in their discretion may pay such Note instead of issuing a new Note in replacement thereof. 

Every replacement Note is an additional obligation of the Issuers. 

The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes. 

  
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 SECTION 2.09.
Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to
Section 13.06, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note. 

If a Note is replaced pursuant to Section 2.08 (other than a mutilated Note surrendered for replacement), it ceases to be
outstanding unless the Trustee and the Issuers 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 thereof pursuant to
Section 2.08. 
 If a 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 and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is 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 2.10. [Intentionally omitted.] 
 SECTION 2.11. Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and each 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 shall dispose of canceled Notes in accordance with its customary
procedures. The Issuers may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this
Indenture. 
 SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on the Notes, the Issuers
shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are holders on a subsequent special record
date. The Issuers shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected holder a notice that states the special
record date, the payment date and the amount of defaulted interest to be paid. 
 SECTION 2.13. CUSIP Numbers, ISINs, Etc.
The Issuers in issuing the Notes may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption 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 that reliance may be placed
only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers shall advise the Trustee of any change in the CUSIP numbers, ISINs and
“Common Code” numbers. 

  
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 SECTION 2.14.
Calculation of Principal Amount of Notes. The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes at such date of determination. With respect to any matter requiring consent, waiver,
approval or other action of the holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of
determination, of Notes, the holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence,
Section 2.09 and Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an Officer’s Certificate. 

ARTICLE III 
 REDEMPTION 
 SECTION 3.01. Redemption. The Notes may be
redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the forms of Note set forth in Exhibit A and B hereto, which are hereby incorporated by reference and
made a part of this Indenture, together with accrued and unpaid interest to the redemption date. 
 SECTION 3.02.
Applicability of Article. Redemption of Notes at the election of the Issuers or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 

SECTION 3.03. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of
Paragraph 5 of the Note, they shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price. The Issuers shall give notice to the Trustee provided for in this paragraph at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the Note, unless a
shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officer’s Certificate and Opinion of Counsel from the Issuers to the effect that such redemption will comply with the conditions herein, as well as such notice
required to be delivered under Section 3.05 below. If fewer than all the Notes are to be redeemed, the record date relating to such redemption shall be selected by the Issuers and given to the Trustee, which record date shall be not fewer than
15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any holder and shall thereby be void and of no effect. 

SECTION 3.04. Selection of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption
will be made by the Trustee on a pro rata basis or by lot to the extent practicable; provided that no Notes of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Notes not previously called for
redemption. The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in 

  
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amounts of $2,000 or integral multiples of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.
The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be redeemed. 

SECTION 3.05. Notice of Optional Redemption. 

(a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the Note, the Issuers shall mail or
cause to be mailed by first-class mail a notice of redemption to each holder whose Notes are to be redeemed. 

Any such notice shall identify the Notes to be redeemed and shall state: 

(i) the redemption date; 
 (ii) the redemption price and the amount of accrued interest to the redemption date; 
 (iii) the name and address of the Paying Agent; 
 (iv) that Notes
called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest; 
 (v) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed
and the aggregate principal amount of Notes to be outstanding after such partial redemption; 
 (vi) that, unless
the Issuers default in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the
redemption date; 
 (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on
the Notes being redeemed; and 
 (viii) that no representation is made as to the correctness or accuracy of the
CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Notes. 
 (b)
At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at the Issuers’ expense. In such event, the Issuers shall provide the Trustee with the information required by this Section at least one
Business Day prior to the date such notice is to be provided to holders in the final form such notice is to be delivered to holders and such notice may not be canceled. 
 SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption
date and at the redemption price stated in the notice, except as provided in the 

  
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final sentence of paragraph 5 of the Notes. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not
including, the redemption date; provided, however, that if the redemption date is after a regular Record Date and on or prior to the Interest Payment Date, the accrued interest shall be payable to the holder of the redeemed Notes registered
on the relevant Record Date. Failure to give notice or any defect in the notice to any holder shall not affect the validity of the notice to any other holder. 
 SECTION 3.07. Deposit of Redemption Price. With respect to any Notes, prior to 10:00 a.m., New York City time, on the redemption date, the Issuers shall deposit with the Paying Agent (or, if
QD LLC or a Wholly-Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or
portions of Notes called for redemption that have been delivered by the Issuers to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the
Issuers have deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this
Indenture. 
 SECTION 3.08. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuers
shall execute and the Trustee shall authenticate for the holder (at the Issuers’ expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

SECTION 3.09. [Intentionally omitted]. 
 ARTICLE IV 
 COVENANTS 

SECTION 4.01. Payment of Notes. The Issuers shall promptly pay the principal of and interest on the Notes on the dates and in
the manner provided in the Notes and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. Eastern time money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. 

The Issuers shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate borne by the Notes to the extent lawful. 
 SECTION 4.02. Reports and Other
Information. 
 (a) Notwithstanding that QD LLC 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, QD LLC shall file with the SEC (and provide the Trustee and
holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC), 

  
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 (i)
within the time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such
successor or comparable form), 
 (ii) within the time period specified in the SEC’s rules and regulations
for non-accelerated filers, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), 

(iii) promptly from time to time after the occurrence of an event required to be therein reported (and in any event within
the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and 
 (iv) any other information, documents and other reports which QD LLC would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 

provided, however, that QD LLC shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event
QD LLC will make available such information to prospective purchasers of Notes in addition to providing such information to the Trustee and the holders, in each case within 15 days after the time QD LLC would be required to file such information
with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or reports provided prior to the effectiveness of the Exchange Offer Registration Statement or Shelf
Registration Statement, to exceptions consistent with the presentation of financial information in the Offering Memorandum. 
 (b) In the event that: 
 (i) the rules and regulations of the SEC
permit QD LLC and any direct or indirect parent of QD LLC to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership,
directly or indirectly, of the capital stock of QD LLC, or 
 (ii) any direct or indirect parent of QD LLC is or
becomes a Guarantor of the Notes, 
 consolidating reporting at the parent entity’s level in a manner consistent with that described in
this Section 4.02 and furnishing financial information relating to such direct or indirect parent for QD LLC will satisfy this Section 4.02; provided that such financial information is accompanied by consolidating information that
explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than QD LLC and its Subsidiaries, on the one hand, and the information relating to QD LLC, the
Guarantors and the other Subsidiaries of QD LLC on a standalone basis, on the other hand. 

  
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 (c) QD LLC will make
such information available to prospective investors upon request. In addition, QD LLC has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise
permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act. 
 Notwithstanding the foregoing, QD LLC will be deemed to have furnished such reports
referred to above to the Trustee and the holders if QD LLC has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied
prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration
Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the
time requirements set forth in Section 4.02(a) and/or (2) the posting of reports that would be required to be provided to the Trustee and the holders on QD LLC’s website (or that of QDI or any of QD LLC’s parent companies).

 Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 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 Issuers’ compliance with any of their covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
 The Trustee shall have no
duty to search for or obtain any electronic or other filings that QD LLC makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. 
 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) (i) QD LLC shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified
Stock; and (ii) QD LLC shall not permit any of the Restricted Subsidiaries (other than a Guarantor) to issue any shares of Preferred Stock; provided, however, that any Issuer and any Guarantor may Incur Indebtedness (including Acquired
Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, in each case
if the Fixed Charge Coverage Ratio of QD LLC for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred 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. 

  
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 (b) The
limitations set forth in Section 4.03(a) shall not apply to: 
 (i) the Incurrence by QD LLC or any
Restricted Subsidiary of Indebtedness in an aggregate principal amount outstanding at any time that does not exceed the greater of (1) $235.0 million and (2) an amount of Secured Indebtedness that would not cause the Secured Indebtedness
Leverage Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available, determined on a pro forma basis, to exceed 3.50 to 1.00; 

(ii) the Incurrence by the Issuers and the Guarantors of Indebtedness represented by the Notes (not including any
Additional Notes) and the Guarantees (including any Exchange Notes and related guarantees thereof); 
 (iii)
Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b)); 
 (iv) Indebtedness (including Capitalized Lease Obligations) Incurred by QD LLC or any Restricted Subsidiaries, Disqualified Stock issued by QD LLC or any Restricted Subsidiary and Preferred Stock issued
by any Restricted Subsidiary to finance (whether prior to or within 270 days after) the acquisition, lease, construction, repair, replacement or improvement of property (real or personal) or equipment (whether through the direct purchase of assets
or the Capital Stock of any Person owning such assets) in an aggregate amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred
pursuant to this clause (iv), does not exceed the greater of $30.0 million and 5% of Total Assets at the time of Incurrence; 
 (v) Indebtedness Incurred by QD LLC or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business,
including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance,
and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding
workers’ compensation claims; 
 (vi) Indebtedness arising from agreements of QD LLC or any Restricted
Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with any acquisition or disposition of any business, assets or a Subsidiary in accordance with the terms of this
Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

  
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 (vii)
Indebtedness of QD LLC to a Restricted Subsidiary; provided that (except in respect of intercompany current liabilities Incurred in the ordinary course of business in connection with the cash management, tax and accounting operations of QD
LLC and its Subsidiaries) any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the obligations of QD LLC under the Notes; 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 other subsequent transfer of any such Indebtedness (except to QD LLC or another Restricted Subsidiary or
any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii); 

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

 (ix) Indebtedness of a Restricted Subsidiary to QD LLC or another Restricted Subsidiary; provided that
if a Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a an Issuer or a Guarantor (except in respect of intercompany current liabilities Incurred in the ordinary course of business in connection with the cash management, tax
and accounting operations of QD LLC and its Subsidiaries), such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor in respect of the Notes; provided, further, that any subsequent issuance or transfer of any
Capital Stock or any other event which results in any Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to QD LLC or another Restricted Subsidiary
or any pledge of such Indebtedness constituting a Permitted Lien but not the transfer thereof upon foreclosure) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (ix); 

(x) Hedging Obligations that are not Incurred for speculative purposes but (1) for the purpose of fixing or hedging
interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for
the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales; 
 (xi)
obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by QD LLC or any Restricted Subsidiary in the ordinary
course of business or consistent with past practice or industry practice; 

  
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 (xii)
Indebtedness or Disqualified Stock of QD LLC or, 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 or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed the greater of $30.0 million and 5% of Total Assets at
the time of Incurrence (it being understood that any Indebtedness Incurred pursuant to this clause (xii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of
Section 4.03(a) from and after the first date on which QD LLC, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii)); 

(xiii) Indebtedness or Disqualified Stock of QD LLC or any Restricted Subsidiary and Preferred Stock of any Restricted
Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference not greater than 200% of the net cash proceeds received by QD LLC since immediately after the Issue Date from the issue or sale of Equity
Interests of QD LLC or any direct or indirect parent entity of QD LLC (which proceeds are contributed to QD LLC) or cash contributed to the capital of QD LLC (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to, or
contributions received from, QD LLC or any of its Subsidiaries) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to
Section 4.04(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof); provided that any Indebtedness or Disqualified Stock in excess of 100% of such net cash
proceeds or cash shall have a Stated Maturity that is later than the maturity date of the notes 
 (xiv) any
guarantee by QD LLC or any Restricted Subsidiary of QD LLC of Indebtedness or other obligations of QD LLC or any Restricted Subsidiary so long as the Incurrence of such Indebtedness Incurred by QD LLC or such Restricted Subsidiary is permitted under
the terms of this Indenture; provided that (i) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of QD LLC or such Restricted Subsidiary, as applicable, any such guarantee with
respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantee, as applicable, substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee, as applicable, and
(ii) if such guarantee is of Indebtedness of an Issuer, such guarantee is Incurred in accordance with Section 4.11 to the extent Section 4.11 is applicable. 

(xv) the Incurrence by QD LLC or any of the Restricted Subsidiaries of Indebtedness or Disqualified Stock or Preferred
Stock of a Restricted Subsidiary that serves to refund, refinance or defease any Indebtedness Incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xii), (xv) and
(xvi) of this Section 4.03(b) or any Indebtedness, Disqualified Stock or Preferred Stock Incurred to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including any additional Indebtedness, Disqualified Stock
or 

  
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Preferred Stock Incurred to pay premiums (including tender premiums), expenses, defeasance costs and fees in connection therewith (subject to the following proviso, “Refinancing
Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the
Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced or defeased and (y) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness, Disqualified Stock and Preferred Stock
being refunded or refinanced that were due on or after the date that is one year following the last maturity date of any Notes then outstanding were instead due on such date (provided that this subclause (1) will not apply to any
refunding or refinancing of any Secured Indebtedness constituting First Priority Lien Obligations); 
 (2) to the
extent such Refinancing Indebtedness refinances (a) Indebtedness junior to the Notes (other than the Subordinated Notes due 2013) or a Guarantee, as applicable, such Refinancing Indebtedness is junior to the Notes or the Guarantee, as
applicable (provided that any Refinancing of the Subordinated Notes due 2013 shall be unsecured unless such Refinancing occurs within six months of the Stated Maturity thereof, in which case such Refinancing may be secured by a second lien on the
Collateral), or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock; and 
 (3) shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness of an Issuer or a Guarantor, or (y) Indebtedness of QD LLC or a Restricted
Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary: 
 (xvi) Indebtedness, Disqualified Stock
or Preferred Stock of (x) QD LLC or any Restricted Subsidiaries Incurred to finance an acquisition or (y) Persons that are acquired by QD LLC or any Restricted Subsidiary or merged, consolidated or amalgamated with or into QD LLC or any
Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, consolidation or amalgamation, either: 

(1) QD LLC would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.03(a); or 
 (2) the Fixed Charge Coverage Ratio of QD LLC would be
greater than immediately prior to such acquisition or merger, consolidation or amalgamation; 

  
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 (xvii)
Indebtedness Incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to QD LLC or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); 

(xviii) 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; 

(xix) Indebtedness of QD LLC or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued
pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xx) Indebtedness of Foreign Subsidiaries; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xx), when aggregated with the principal amount of all
other Indebtedness then outstanding and Incurred pursuant to this clause (xx), and pursuant to clause (xxiv) below, does not exceed $10.0 million (it being understood that any Indebtedness Incurred pursuant to this clause (xx) shall cease
to be deemed Incurred or outstanding for purposes of this clause (xx) but shall be deemed Incurred for the purposes of Section 4.03(a) from and after the first date on which such Foreign Subsidiary could have Incurred such Indebtedness
under Section 4.03(a) without reliance upon this clause (xx)); 
 (xxi) Indebtedness of QD LLC or any
Restricted Subsidiary consisting of (1) the financing of insurance premiums or (2) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; 

(xxii) Indebtedness consisting of Indebtedness issued by QD LLC or a Restricted Subsidiary to current or former officers,
directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of QD LLC, QDI or any direct or indirect parent of
QD LLC to the extent described in Section 4.04(b)(iv); 
 (xxiii) [Intentionally omitted]; 

(xxiv) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a QD LLC or
any Restricted Subsidiary; provided, however, that the aggregate principal amount of Indebtedness Incurred under this clause (xxiv), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this
clause (xxiv) and pursuant to clause (xx) above, does not exceed $10 million; and 
 (xxv) Indebtedness
consisting of recourse obligations of QD LLC and its Restricted Subsidiaries to financial institutions in connection with Permitted Program Affiliate Transactions for lease obligations owing to such financial institutions by Program Affiliates in an
aggregate principal amount not to exceed $10.0 million at any one time outstanding. 

  
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 For purposes of determining compliance
with this Section 4.03: 
 (i) 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 described in clauses (i) through (xxv) above or is entitled to be Incurred pursuant to Section 4.03(a), QD LLC shall, in
its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.03; and 

(ii) at the time of Incurrence, QD LLC will be entitled to divide and classify an item of Indebtedness in more than one of
the types of Indebtedness described in Section 4.03(a) and (b) without giving pro forma effect to the Indebtedness Incurred pursuant to Section 4.03(b) when calculating the amount of Indebtedness that may be Incurred pursuant
to Section 4.03(a). 
 Accrual of interest, the accretion of accreted value, the payment of interest or dividends in the
form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, amortization of original issue discount, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of
fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit
relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness
represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. 
 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 or first Incurred (whichever yields the lower U.S. dollar equivalent), 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. 
 (c) Notwithstanding any other provision of this Section 4.03, the maximum
amount of Indebtedness that QD LLC and the Restricted Subsidiaries may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate
of currencies. 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. 

  
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 SECTION 4.04.
Limitation on Restricted Payments. 
 (a) QD LLC shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly: 
 (i) declare or pay any dividend or make any distribution on account of the any of QD
LLC’s or any of the Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving QD LLC (other than (A) dividends or distributions payable solely in
Equity Interests (other than Disqualified Stock) of QD LLC; or (B) dividends or distributions by a Restricted Subsidiary 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 that is not a Wholly-Owned Restricted Subsidiary, QD LLC 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 or otherwise acquire or retire for value any Equity Interests of QD LLC
or any direct or indirect parent of QD LLC; 
 (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 or scheduled maturity, any Subordinated Indebtedness of an Issuer or a Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition
or retirement of (A) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance,
acquisition or retirement and (B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or 
 (iv) make any Restricted Investment 
 (all such payments and other actions set
forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 

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

(2) immediately after giving effect to such transaction on a pro forma basis, QD LLC could Incur $1.00 of
additional Indebtedness under Section 4.03(a); and 
 (3) such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by QD LLC and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (ii) (with respect to the payment of dividends on Refunding Capital
Stock (as defined 

  
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below) pursuant to clause (C) thereof), (vi)(C), (viii), (xiii)(B), (xiv)(b) and (xviii) of Section 4.04(b), but excluding all other Restricted Payments permitted by
Section 4.04(b)), is less than the amount equal to the Cumulative Credit (with the amount of any Restricted Payment made under this covenant in any property other than cash being equal to the Fair Market Value (as determined in good faith by QD
LLC) of such property at the time made). 
 (b) The provisions of Section 4.04(a) shall not prohibit: 

(i) 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 this Indenture; 
 (ii) (A) the redemption,
repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness of QD LLC, any direct or indirect parent of QD LLC or any Guarantor in exchange for, or out of the proceeds
of, the substantially concurrent sale of, Equity Interests of QD LLC or any direct or indirect parent of QD LLC (contributed to the capital of QD LLC) or contributions to the equity capital of QD LLC (other than any Disqualified Stock or any Equity
Interests sold to a Subsidiary of QD LLC) (collectively, including any such contributions, “Refunding Capital Stock”), 
 (B) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of QD LLC) of Refunding Capital Stock, and

 (C) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends
thereon was permitted under clause (vi) of this Section 4.04(b) and not made pursuant to clause (ii)(B), 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 of QD LLC) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on
such Retired Capital Stock immediately prior to such retirement; 
 (iii) the redemption, repurchase, defeasance,
or other acquisition or retirement of Subordinated Indebtedness of an Issuer or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Guarantor which is Incurred in
accordance with Section 4.03 so long as: 
 (A) the principal amount (or accreted value, if applicable) of
such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value
(plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, any tender premiums, plus any defeasance costs, fees and
expenses Incurred in connection therewith), 

  
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 (B)
such Indebtedness is subordinated to the Notes or the related Guarantee, as the case may be, at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value except
as otherwise permitted under clause (xv) of Section 4.03(b), 
 (C) such Indebtedness has a final
scheduled maturity date equal to or later than the earlier of (x) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the last maturity date of
any Notes then outstanding, and 
 (D) such Indebtedness has a Weighted Average Life to Maturity at the time
Incurred which is not less than the shorter of (x) the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired and (y) the Weighted Average Life to Maturity
that would result if all payments of principal on the Subordinated Indebtedness being redeemed, repurchased, defeased, acquired or retired that were due on or after the date that is one year following the last maturity date of any Notes then
outstanding were instead due on such date; 
 (iv) a Restricted Payment to pay for the repurchase, retirement or
other acquisition for value of Equity Interests of QD LLC or any direct or indirect parent of QD LLC held by any future, present or former employee, director or consultant of QD LLC or any direct or indirect parent of QD LLC or any Subsidiary of QD
LLC pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate Restricted Payments made under this clause (iv) do
not exceed $5.0 million in any fiscal year, with unused amounts in any fiscal year being permitted to be carried over to succeeding fiscal years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any fiscal
year; provided, further, however, that such amount in any calendar year may be increased by an amount not to exceed: 
 (A) the cash proceeds received by QD LLC or any of the Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of QD LLC or any direct or indirect parent of QD LLC (to
the extent contributed to QD LLC) to members of management, directors or consultants of QD LLC and the Restricted Subsidiaries or any direct or indirect parent of QD LLC that occurs after the Issue Date (provided that the amount of such cash
proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under Section 4.04(a)(iii)), plus 

(B) the cash proceeds of key man life insurance policies received by QD LLC or any direct or indirect parent of QD LLC (to
the extent contributed to QD LLC) or QD LLC’s Restricted Subsidiaries after the Issue Date; 

  
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 provided that QD LLC may elect
to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any calendar year; and provided, further, that cancellation of Indebtedness owing to QD LLC or any Restricted Subsidiary from
any present or former employees, directors, officers or consultants of QD LLC, any Restricted Subsidiary or the direct or indirect parents of QD LLC in connection with a repurchase of Equity Interests of QD LLC or any of its direct or indirect
parents will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture; 
 (v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of QD LLC or any Restricted Subsidiary issued or Incurred in accordance with
Section 4.03; 
 (vi) (A) the declaration and payment of dividends or distributions to holders of any class
or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; 
 (B) a
Restricted Payment to any direct or indirect parent of QD LLC, 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 any direct or
indirect parent of QD LLC issued after the Issue Date; provided that the aggregate amount of dividends declared and paid pursuant to this clause (B) does not exceed the net cash proceeds actually received by QD LLC from any such sale of
Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date; and 
 (C) the
declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section 4.04(b)(ii); 
 provided, however, in the case of each of (A) and (C) above of this clause (vi), 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 (and the payment of dividends or distributions) on a pro forma basis, QD LLC would have had a Fixed Charge Coverage
Ratio of at least 2.00 to 1.00; 
 (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market
Value (as determined in good faith by QD LLC), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed $20.0 million (with the Fair Market Value of each Investment being
measured at the time made and without giving effect to subsequent changes in value); 
 (viii) the payment of
dividends on QD LLC’s Capital Stock (or a Restricted Payment to any direct or indirect parent of QD LLC to fund the payment by such direct or indirect parent of QD LLC of dividends on such entity’s common stock) of up to 6% per annum
of the net proceeds received by QD LLC from any public offering of such Capital Stock of QD LLC or any direct or indirect parent of QD LLC, other than public offerings with respect to QD LLC’s (or such direct or indirect parent’s) Capital
Stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution; 

  
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 (ix)
Restricted Payments that are made with Excluded Contributions; 
 (x) other Restricted Payments in an aggregate
amount not to exceed $15.0 million; 
 (xi) the distribution, as a dividend or otherwise, of shares of Capital
Stock of, or Indebtedness owed to QD LLC or a Restricted Subsidiary by, Unrestricted Subsidiaries; 
 (xii) (A)
with respect to each tax year or portion thereof that any direct or indirect parent of QD LLC qualifies as a Flow Through Entity, the distribution by QD LLC to the holders of Capital Stock of such direct or indirect parent of QD LLC in an amount
equal to the product of (i) the amount of aggregate net taxable income of QD LLC and its subsidiaries allocated to the holders of Capital Stock of QD LLC for such period and (ii) the Presumed Tax Rate for such period; and (B) with
respect to any tax year or portion thereof that any direct or indirect parent of QD LLC does not qualify as a Flow Through Entity, the payment of dividends or other distributions to any direct or indirect parent of QD LLC that files a consolidated,
combined or unitary tax return that includes QD LLC and its subsidiaries (including, without limitation, by virtue of such parent being the common parent of a consolidated or combined tax group of which QD LLC and/or the Restricted Subsidiaries are
members) in an amount not to exceed the amount that QD LLC and the Restricted Subsidiaries would have been required to pay in respect of federal, state or local taxes (as the case may be) if QD LLC and the Restricted Subsidiaries paid such taxes as
a stand-alone taxpayer (or stand-alone group); 
 (xiii) the payment of Restricted Payment, if applicable:

 (A) in amounts required for any direct or indirect parent of QD LLC to pay fees and expenses (including
franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any direct or indirect parent of QD LLC and
general corporate operating and overhead expenses of any direct or indirect parent of QD LLC in each case to the extent such fees and expenses are attributable to the ownership or operation of QD LLC, if applicable, and their Subsidiaries;

 (B) in amounts required for any direct or indirect parent of QD LLC, if applicable, to pay interest and/or
principal on Indebtedness the proceeds of which have been contributed to QD LLC or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, QD LLC Incurred in accordance with Section 4.03; and

 (C) in amounts required for any direct or indirect parent of QD LLC to pay fees and expenses, other than to
Affiliates of QD LLC, related to any unsuccessful equity or debt offering of such parent; 

  
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 (xiv)
the payment, redemption, repurchase, defeasance, acquisition or retirement of the Subordinated Notes due 2014 (a) with proceeds of the offering of the notes as described in the Offering Memorandum under “Use of Proceeds” and
(b) in an amount that does not exceed $12.5 million in any one-year period following the Issue Date, with unused amounts in any one-year period being permitted to be carried over to succeeding one-year periods; 

(xv) [Intentionally omitted]; 
 (xvi) 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; 

(xvii) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables
Financing and the payment or distribution of Receivables Fees; 
 (xviii) Restricted Payments by QD LLC or any
Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 

(xix) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to
the provisions similar to those described under Sections 4.06 and 4.08; provided that all Notes tendered by holders of the Notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed
or acquired for value; and 
 (xx) payments or distributions to dissenting stockholders pursuant to applicable
law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of QD LLC and the Restricted Subsidiaries, taken as a whole, that complies with Section 5.01; provided
that as a result of such consolidation, amalgamation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer (if required by this Indenture) and that all Notes tendered by holders in connection with such Change of
Control Offer have been repurchased, redeemed or acquired for value; 
 provided, however, that at the time of, and after giving effect
to, any Restricted Payment permitted under clauses (vi)(B), (vii), (x), (xi) and (xiii)(B) of this Section 4.04(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c) As of the Issue Date, all of the Subsidiaries of QD LLC shall be Restricted Subsidiaries. QD LLC will not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by QD LLC and the
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation
will only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 

  
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 SECTION 4.05.
Dividend and Other Payment Restrictions Affecting Subsidiaries. QD LLC shall not, and shall not permit any of the 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 Issuer or Restricted Subsidiary to: 
 (a) (i) pay
dividends or make any other distributions to QD LLC or any Restricted Subsidiary (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed
to QD LLC or any of Restricted Subsidiary; 
 (b) make loans or advances to QD LLC or any Restricted Subsidiary; or 

(c) sell, lease or transfer any of its properties or assets to QD LLC or any Restricted Subsidiary; 

except in each case for such encumbrances or restrictions existing under or by reason of: 

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Credit Agreement and
the other Credit Agreement Documents and the Subordinated Notes due 2013; 
 (2) this Indenture, the Notes (and
any Exchange Notes and guarantees thereof); 
 (3) applicable law or any applicable rule, regulation or order;

 (4) any agreement or other instrument of a Person acquired by QD LLC or any Restricted Subsidiary which was in
existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), 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; 

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary; 
 (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; 

  
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 (7)
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 
 (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; 

(9) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business
that impose restrictions of the nature discussed in clause (c) above on the property so acquired; 
 (10)
customary provisions contained in leases, licenses and other similar agreements entered into in the ordinary course of business; 
 (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such
Receivables Subsidiary; 
 (12) other Indebtedness, Disqualified Stock or Preferred Stock (a) of QD LLC or
any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary or (b) of any Restricted Subsidiary that is not a Guarantor or a Foreign Subsidiary so long as such encumbrances and restrictions contained in any agreement or instrument
will not materially affect the Issuers’ ability to make anticipated principal or interest payments on the Notes (as determined in good faith by QD LLC), provided that in the case of each of clauses (a) and (b), such Indebtedness,
Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03; 
 (13) any Restricted Investment not prohibited by Section 4.04 and any Permitted Investment; or 
 (14) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) above; provided that such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are, in the good faith judgment of QD LLC, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 
 For purposes of
determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a
restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to QD LLC or a Restricted Subsidiary to other Indebtedness Incurred by QD LLC or any such Restricted Subsidiary shall not be
deemed a restriction on the ability to make loans or advances. 

  
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 SECTION 4.06.
Asset Sales. 
 (a) QD LLC shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset
Sale, unless (x) QD LLC or any 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 QD LLC) of the assets sold or otherwise
disposed of, and (y) at least 75% of the consideration therefor received by QD LLC or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of: 

(i) any liabilities (as shown on QD LLC’s or a Restricted Subsidiary’s most recent balance sheet or in the notes
thereto) of QD LLC or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in
connection with the transaction with such transferee, 
 (ii) any notes or other obligations or other securities
or assets received by QD LLC or such Restricted Subsidiary from such transferee that are converted by QD LLC or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), and 

(iii) any Designated Non-cash Consideration received by QD LLC or any Restricted Subsidiary in such Asset Sale having an
aggregate Fair Market Value (as determined in good faith by QD LLC), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(iii) that is at that time outstanding, not to exceed the greater of
7.5% of Total Assets and $25.0 million 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 the purposes of this Section 4.06(a). 

(b) Within 365 days after QD LLC’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, QD LLC or such
Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: 
 (i) to repay
(A) Indebtedness constituting First Priority Lien Obligations and other senior Indebtedness that is secured by a Lien permitted under this Indenture (“Pari Passu Indebtedness”) (and, if the Indebtedness repaid is revolving
credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness
(provided that if an Issuer or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness that does not constitute First Priority Lien Obligations, the Issuers will equally and ratably reduce Obligations under the Notes pursuant
to Section 3.01 through open-market purchases (provided that 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 at a purchase price equal to 100% of the principal amount thereof, plus accrued 

  
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and unpaid interest and Additional Interest, if any, the pro rata principal amount of Notes), in each case other than Indebtedness owed to QD LLC or an Affiliate of QD LLC; or 

(ii) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the
acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of QD LLC), assets, or property or capital expenditures, in each case (a) used or useful in a Similar Business or (b) that
replace the properties and assets that are the subject of such Asset Sale. 
 In the case of Section 4.06(b)(ii), a binding
commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 18 month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is
later canceled or terminated for any reason before such Net Proceeds are so applied, QD LLC or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or
termination of the prior binding commitment; provided, further, that QD LLC or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent
such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, or is not applied prior to such 18 month anniversary, then such Net Proceeds shall constitute Excess Proceeds. 

Pending the final application of any such Net Proceeds, QD LLC or such Restricted Subsidiary may temporarily reduce Indebtedness under a
revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence
of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such
offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, to
holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof that
may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted
value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date
fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess
Proceeds exceed $10.0 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. 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, QD LLC may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Pari Passu Indebtedness) surrendered by holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


  
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 (c) The Issuers will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations 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 this Indenture, The Issuers 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. 
 (d) Not later than the date upon which written notice of an Asset
Sale Offer is delivered to the Trustee as provided above, QD LLC shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant
to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with a paying agent (or, if an
Issuer or a Wholly-Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by QD LLC, and to be held for payment in
accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation the Notes or
portions thereof that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the
purchase price. In the event that the Excess Proceeds delivered by the Issuers to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to QD LLC immediately after the expiration of the Offer
Period for application in accordance with Section 4.06. 
 (e) Holders electing to have a Note purchased shall be required
to surrender the Note, with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee an
Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and
a statement that such holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to
purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such
Pari Passu Indebtedness shall be made pursuant to the terms of such Pari Passu Indebtedness. 
 (f) Notices of an Asset Sale
Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each holder of Notes at 

  
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such holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that
has been or is to be purchased. 
 SECTION 4.07. Transactions with Affiliates. 

(a) QD LLC shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, 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 or series of transactions, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of QD LLC (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million, unless: 

(i) such Affiliate Transaction is on terms that are not materially less favorable to QD LLC or the relevant Restricted
Subsidiary than those that could have been obtained in a comparable transaction by QD LLC or such Restricted Subsidiary with an unrelated Person; and 
 (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, QD LLC delivers to the Trustee a resolution adopted
in good faith by the majority of the Board of Directors of QD LLC, approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above. 

(b) The provisions of Section 4.07(a) shall not apply to the following: 

(i) transactions between or among QD LLC and/or any of the Restricted Subsidiaries (or an entity that becomes a Restricted
Subsidiary as a result of such transaction) and any merger, consolidation or amalgamation of QD LLC and any direct parent of QD LLC; provided that such parent shall have no material liabilities and no material assets other than cash, Cash
Equivalents and the Capital Stock of QD LLC and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 

(ii) Restricted Payments permitted by Section 4.04 and Permitted Investments; 

(iii) the payment of reasonable and customary fees and reimbursement of expenses paid to, and indemnity provided on behalf
of, officers, directors, employees or consultants of QD LLC, any Restricted Subsidiary or any direct or indirect parent of QD LLC; 
 (iv) transactions in which QD LLC or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to QD LLC
or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 

  
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 (v)
payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are approved by a majority of the Board of Directors of QD LLC in good faith; 

(vi) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with
all amendments thereto, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby as determined in good faith
by QD LLC; 
 (vii) the existence of, or the performance by QD LLC or any Restricted Subsidiary 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 transaction, agreement or arrangement described in the
Offering Memorandum and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by QD LLC or any Restricted
Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Issue Date shall only be permitted by this clause
(ix) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto, taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the
holders of the Notes in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date; 
 (viii) the execution of the Transactions, and the payment of all fees and expenses related to the Transactions; 
 (ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the
ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to QD LLC and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of QD LLC, or are
on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent
with past practice or industry norm; 
 (x) any transaction effected as part of a Qualified Receivables
Financing; 
 (xi) the issuance of Equity Interests (other than Disqualified Stock) of QD LLC to any Person;

 (xii) the issuances of securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of QD LLC or any direct or indirect parent of QD LLC or of a Restricted Subsidiary,
as appropriate, in good faith; 

  
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 (xiii)
the entering into of any tax sharing agreement or arrangement that complies with Section 4.04(b)(xii); 

(xiv) any contribution to the capital of QD LLC; 

(xv) transactions permitted by, and complying with, Section 5.01; 

(xvi) transactions between QD LLC or any Restricted Subsidiary and any Person, a director of which is also a director of
QD LLC or any direct or indirect parent of QD LLC; provided, however, that such director abstains from voting as a director of QD LLC or such direct or indirect parent, as the case may be, on any matter involving such other Person;

 (xvii) pledges of Equity Interests of Unrestricted Subsidiaries; 

(xviii) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or
management purposes in the ordinary course of business; 
 (xix) any employment agreements entered into by QD LLC
or any Restricted Subsidiary in the ordinary course of business; and 
 (xx) transactions undertaken in good
faith (as certified by a responsible financial or accounting officer of QD LLC in an Officer’s Certificate) for the purpose of improving the consolidated tax efficiency of QD LLC and its Subsidiaries and not for the purpose of circumventing any
provision set forth in this Indenture. 
 SECTION 4.08. Change of Control. 

(a) Upon a Change of Control, each holder shall have the right to require the Issuers to repurchase all or any part of such holder’s
Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuers shall not be obligated
to purchase any Notes pursuant to this Section 4.08 in the event that it has exercised its right to redeem such Notes in accordance with Article III of this Indenture. In the event that at the time of such Change of Control the terms of the
Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of the notice to the holders provided for in Section 4.08(b) but in any event within 30 days following any Change of
Control, the Issuers shall (i) repay in full all Bank Indebtedness or, if doing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender and/or noteholder who has accepted
such offer, or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.08(b). 

  
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 (b) Within 30 days
following any Change of Control, except to the extent that the Issuers have exercised their right to redeem the Notes in accordance with Article III of this Indenture, the Issuers shall mail a notice (a “Change of Control Offer”) to
each holder with a copy to the Trustee stating: 
 (i) that a Change of Control has occurred and that such holder
has the right to require the Issuers to repurchase such holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of
repurchase (subject to the right of the holders of record on the relevant Record Date to receive interest on the relevant Interest Payment Date); 
 (ii) the circumstances and relevant facts and financial information regarding such Change of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and 

(iv) the instructions determined by the Issuers, consistent with this Section 4.08, that a holder must follow in
order to have its Notes purchased. 
 (c) holders electing to have a Note purchased shall be required to surrender the Note,
with an appropriate form duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election if the Trustee or the Issuers receive
not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered for purchase by the holder and a statement that
such holder is withdrawing his election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. 

(d) On the purchase date, all Notes purchased by the Issuers under this Section shall be delivered to the Trustee for cancellation, and
the Issuers shall pay the purchase price plus accrued and unpaid interest to the holders entitled thereto. 
 (e) A
Change of Control Offer may be made in advance of a Change of Control, and conditioned 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. 

(f) Notwithstanding the foregoing provisions of this Section, the Issuers shall not be required to make a Change of Control Offer upon 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 Section 4.08 applicable to a Change of Control Offer made by the Issuers and
purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 (g) Notes repurchased by the
Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding clause (f) will have
the status of Notes issued and outstanding. 

  
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 (h) At the time the
Issuers delivers Notes to the Trustee which are to be accepted for purchase, the Issuers shall also deliver an Officer’s Certificate stating that such Notes are to be accepted by the Issuers pursuant to and in accordance with the terms of this
Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. 

(i) Prior to any Change of Control Offer, the Issuers shall deliver to the Trustee an Officer’s Certificate stating that all
conditions precedent contained herein to the right of the Issuers to make such offer have been complied with. 
 (j) The Issuers
shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the
provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Section by virtue thereof. 
 SECTION 4.09. Compliance Certificate. QD LLC shall deliver to the Trustee within 120
days after the end of each fiscal year of QD LLC, beginning with the fiscal year ending on December 31, 2010, an Officer’s Certificate stating that in the course of the performance by the signer of his or her duties as an Officer of QD LLC
he or she would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If he or she does, the certificate shall describe the Default, its status and what action QD LLC is taking or
proposes to take with respect thereto. QD LLC also shall comply with Section 314(a)(4) of the TIA. Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of Default information contained in
the Officer’s Certificate delivered to it pursuant to this Section 4.09, the Trustee shall have no duty to review, ascertain or confirm the Issuers’ compliance with or the breach of any representation, warranty or covenant made in
this Indenture. 
 SECTION 4.10. Further Instruments and Acts. Upon request of the Trustee, the Issuers 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 4.11. Future Subsidiary Guarantors. QD LLC shall cause each Wholly-Owned Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a Receivables Subsidiary or a
Domestic Subsidiary that is wholly owned by one or more Foreign Subsidiaries and created to enhance the tax efficiency of the Issuer and its Subsidiaries) and that guarantees any Indebtedness of QD LLC or any of the Guarantors to execute and deliver
to the Trustee a supplemental indenture substantially in the form of Exhibit D pursuant to which such Restricted Subsidiary shall guarantee the Issuers’ Obligations under the Securities and this Indenture on the same second-priority secured
basis, as well as to execute and deliver a joinder to the Intercreditor Agreement and to execute and deliver to the Trustee the Security Documents necessary to cover such Restricted Subsidiary to become a guarantor and take all actions to perfect
Liens created thereunder. 

  
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 SECTION 4.12.
Liens. 
 (a) QD LLC shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, Incur or suffer to exist any Lien (the “Initial Lien”) on any asset or property of QD LLC or such Restricted Subsidiary of QD LLC, or any income or profits therefrom, or assign or convey any right to receive income
therefrom, whether owned at the Issue Date or thereafter acquired, (i) that secures any Indebtedness of any Person (other than Permitted Liens) unless the notes are equally and ratably secured with (or on a senior basis to, in the case of
Subordinated Indebtedness) such Indebtedness so long as such Indebtedness is so secured and (ii) that secures any First-Priority Lien Obligation of QD LLC or any Guarantor (but subject to limitations as described in Article XI and the Security
Documents) without effectively providing that the notes or the applicable Guarantee, as the case may be, shall be granted a second-priority security interest (subject to Permitted Liens) upon the assets or property constituting the collateral for
such First-Priority Lien Obligations; provided, however, that if granting such second-priority security interest requires the consent of a third party, QD LLC will use commercially reasonable efforts to obtain such consent with respect to the
second-priority security interest for the benefit of the Trustee on behalf of the holders of the notes; provided further, however, that if such third party does not consent to the granting of such second-priority security interest after the use of
commercially reasonable efforts, QD LLC will not be required to provide such security interest. 
 (b) Any Lien created for the
benefit of the holders of the Notes pursuant to clause (i) of Section 4.12(a) 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.

 (c) For purposes of determining compliance with this covenant, (A) a Lien securing an item of Indebtedness need not be
permitted solely by reference to one category of permitted Liens described in clauses (1) through (28) of the definition of “Permitted Liens” or pursuant to Section 4.12(a) but may be permitted in part under any combination
thereof and (B) in the event that a Lien securing an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in clauses
(1) through (28) of the definition of “Permitted Liens” or pursuant to Section 4.12(a), QD LLC shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of
Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the clauses of the definition of
“Permitted Liens” and such Lien securing such item of Indebtedness will be treated as being Incurred or existing pursuant to only one of such clauses or pursuant to Section 4.12(a). 

(d) With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such
Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any
accrual of interest, the accretion of accreted value, the amortization of original issue 

  
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discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common stock of QD LLC, the payment of dividends on Preferred Stock in the form of
additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or
increases in the value of property securing Indebtedness described in clause (3) of the definition of “Indebtedness”. 
 SECTION 4.13. After-Acquired Property. Upon the acquisition by the Issuers or any Guarantor of any First-Priority After-Acquired Property, the Issuers or such Guarantor shall execute and
deliver such mortgages, deeds of trust, security instruments, financing statements, certificates and opinions of counsel as shall be reasonably necessary to vest in the Trustee, a perfected security interest, subject only to Permitted Liens, in such
First-Priority After-Acquired Property and to have such First Priority After-Acquired Property (but subject to limitations as described in Article XI and the Security Documents) added to the Collateral, and thereupon all provisions of this Indenture
relating to the Collateral shall be deemed to relate to such First Priority After-Acquired Property to the same extent and with the same force and effect; provided, however, that if granting such second-priority security interest in such
First-Priority After-Acquired Property requires the consent of a third party, QD LLC will use commercially reasonable efforts to obtain such consent with respect to the second-priority interest for the benefit of the Trustee on behalf of the holders
of the notes; provided further, however, that if such third party does not consent to the granting of such second-priority security interest after the use of such commercially reasonable efforts, the Issuers or such Guarantor, as the case may
be, will not be required to provide such security interest. 
 SECTION 4.14. Maintenance of Office or Agency.

 (a) The Issuers shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or
Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers 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 as set forth in Section 13.02. 
 (b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency for such purposes. The Issuers shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 (c)
The Issuers hereby designate the Corporate Trust Office of the Trustee or its agent as such office or agency of the Issuers in accordance with Section 2.04. 

  
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 SECTION 4.15.
Amendment of Security Documents. The Issuers will not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the holders of the Notes in
any material respect, except as set forth in Article XI or as permitted under Article IX. 
 SECTION 4.16. Covenant
Suspension. If on any date following the Issue Date, (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture, then, beginning on that day and
continuing at all times thereafter regardless of any subsequent changes in the rating of the Notes (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant
Suspension Event”), and subject to the provisions of the following paragraph, the QD LLC and the Restricted Subsidiaries shall not be subject to Sections 4.03, 4.04, 4.05, 4.06, 4.07 and 5.01(a)(iv) (collectively the “Suspended
Covenants”). 
 In the event that the QD LLC and the Restricted Subsidiaries are not subject to the Suspended Covenants
under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned
to the Notes below an Investment Grade Rating, then QD LLC and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. 

On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be
classified as having been Incurred or issued pursuant to Section 4.03(a) or 4.03(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and
after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued
pursuant to Section 4.03 such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the
Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 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 Section 4.04(a). As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a
result of any actions taken by QD LLC or the Restricted Subsidiaries during the Suspension Period. 
 For purposes of
Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. 
 SECTION 4.17.
Maintenance of Insurance. QD LLC shall maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by
similarly situated companies engaged in the same or similar businesses operating in the same or similar locations and cause Issuers and the Guarantors to be listed as insured and the Trustee to be listed as co-loss payee on property and property
casualty policies and as an additional 

  
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insured on liability policies. Notwithstanding the foregoing, the Issuers and the Guarantors may self-insure with respect to such risks with respect to which companies of established reputation
in the same general line of business in the same general area usually self-insure. 
 SECTION 4.18. Liquidated Damages
Notice. In the event that the Issuers are required to pay Liquidated Damages to holders of Notes pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Liquidated Damages
Notice”) to the Trustee of its obligation to pay Liquidated Damages no later than fifteen days prior to the proposed payment date for the Liquidated Damages, and the Liquidated Damages Notice shall set forth the amount of Liquidated Damages
to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Liquidated Damages, or with respect to the nature, extent, or calculation of the
amount of Liquidated Damages owed, or with respect to the method employed in such calculation of the Liquidated Damages. 

SECTION 4.19. Further Collateral-Related Matters. Notwithstanding Section 4.12 and Section 4.13, the Issuers and
the Guarantors shall not be required to grant Liens securing the Notes and the Guarantees on (i) Transportation Equipment (as defined in the Security Documents) owned as of the Issue Date or acquired within 30 days thereafter or (ii) Owned
Real Property owned on the Issue Date. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause to be granted to the Collateral Agent, within 60 days following the Issue Date, Mortgages (and any related Security
Documents) with respect to such Owned Real Property (in form substantially similar to those granted to the holders of First Priority Lien Obligations, with appropriate modifications to reflect the second-priority status of the Liens and the terms of
the Intercreditor Agreement), together with Opinions of Counsel, delivered to the Trustee in respect of the enforceability and validity of such Mortgages (and any related Security Documents), addressing customary matters (and containing customary
exceptions), and shall use commercially reasonable efforts to cause to be recorded or filed within such time period such Mortgages (and any related Security Documents) in such manner and in such places as is required by law to establish, perfect,
preserve and protect the Liens in favor of the Collateral Agent granted pursuant to the Mortgages (and any related Security Documents) and shall pay in full all taxes, fees and other charges payable in connection therewith. In connection therewith,
QD LLC shall (x) use commercially reasonable efforts to provide a title insurance policy or policies, or endorsements to existing policies, paid for by the Issuers, insuring the Lien of each such Mortgage (and any related Security Documents) as
a valid second Lien on such Mortgaged Properties described therein, free of any other Liens except Permitted Liens, together with such customary endorsements to any new policy or policies (including zoning endorsements where reasonably appropriate
and available), coinsurance and reinsurance as the Collateral Agent may reasonably request, and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable
municipality in a form reasonably acceptable to the Collateral Agent, and (y) use commercially reasonable efforts to deliver to the Collateral Agent a copy of the ALTA/ACSM Land Title Surveys that were delivered with respect to each Mortgaged
Properties in connection with the First Lien Obligations and any “no change” affidavit reasonably required by the title company so as to enable the title company to issue coverage over all general survey exceptions and to issue all
endorsements reasonably requested by the Collateral Agent. 

  
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 ARTICLE V

 SUCCESSOR COMPANY 
 SECTION 5.01. When Issuers May Merge or Transfer Assets. 
 (a) QD LLC
shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not QD LLC is the surviving Person), 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: 
 (i) QD LLC is the
surviving person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than QD LLC) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been
made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (QD LLC or such Person, as the case may be, being herein
called the “Successor Holdco”); 
 (ii) the Successor Holdco (if other than QD LLC) expressly
assumes all the obligations of QD LLC under this Indenture and its Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

(iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of
the Successor Holdco or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Holdco, or such Issuer or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be
continuing; 
 (iv) immediately after giving pro forma effect to such transaction, as if such transaction
had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness which becomes an obligation of the Successor Holdco or any Restricted Subsidiary as a result of such transaction as having been Incurred by the
Successor Holdco or such Restricted Subsidiary at the time of such transaction), either 
 (A) the Successor
Holdco would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 

(B) the Fixed Charge Coverage Ratio for the Successor Holdco and its Restricted Subsidiaries would be greater than such
ratio for QD LLC and its Restricted Subsidiaries immediately prior to such transaction; 
 (v) if QD LLC is not
the Successor Holdco, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its obligations in respect of its Guarantee shall apply to such Person’s obligations
under this Indenture and the Notes; and 

  
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 (vi)
the Successor Holdco shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, amalgamation or transfer and such supplemental indentures (if any) comply with this
Indenture. 
 The Successor Holdco (if other than QD LLC) will succeed to, and be substituted for, QD LLC under this Indenture
and the Notes, and in such event QD LLC will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01, (a) any
Restricted Subsidiary may merge, consolidate or amalgamate with or transfer all or part of its properties and assets to QD LLC or to another Restricted Subsidiary, and (b) QD LLC may merge, consolidate or amalgamate with an Affiliate
incorporated solely for the purpose of reincorporating QD LLC in another state of the United States, the District of Columbia or any territory of the United States or may convert into a corporation, partnership or limited liability company, so long
as the amount of Indebtedness of QD LLC and its Restricted Subsidiaries is not increased thereby. This Article V will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among QD LLC and the Restricted
Subsidiaries. 
 (b) Subject to the provisions of Section 11.04, none of QD Capital or any Restricted Subsidiary that is a
Guarantor shall, and QD LLC shall not permit any of QD Capital or any Restricted Subsidiary that is a Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Issuer or Restricted Subsidiary is the surviving
Person), 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: 

(i) either (A) QD Capital or such Restricted Subsidiary, as applicable, is the surviving Person or the Person formed
by or surviving any such consolidation, amalgamation or merger (if other than QD Capital or such Restricted Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation (in the
case of QD Capital) or a corporation, partnership or limited liability company (in the case of such Restricted Subsidiary) organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory
thereof, (QD Capital or such Restricted Subsidiary or such Person, as the case may be, being herein called the “Successor”) and the Successor (if other than QD Capital or such Restricted Subsidiary) expressly assumes all the
obligations of QD Capital or such Restricted Subsidiary under this Indenture and the Notes or the Guarantee, as applicable, pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or
(b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.06 and does not constitute a sale, transfer, lease, conveyance or other disposition of all or substantially all of the assets of QD LLC;
and 
 (ii) the Successor (if other than such Issuer or Restricted Subsidiary) shall have delivered or caused to
be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 

  
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 Except as otherwise
provided in this Indenture, the Successor (if other than QD Capital or such Restricted Subsidiary) will succeed to, and be substituted for, QD Capital or such Restricted Subsidiary under the Indenture and the Notes or the Guarantee, as applicable,
and QD Capital or such Restricted Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Notes or its Guarantee, as applicable. Notwithstanding the foregoing, (1) QD Capital or a Restricted
Subsidiary that is a Guarantor may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating QD Capital or such Subsidiary Guarantor in another state of the United States, the District of Columbia or
any territory of the United States so long as the amount of Indebtedness of such Issuer or such Restricted Subsidiary is not increased thereby and (2) a Restricted Subsidiary that is a Guarantor may merge, amalgamate or consolidate with QD LLC
or a Restricted Subsidiary that is a Guarantor. 
 In addition, notwithstanding the foregoing, a Restricted Subsidiary that is a
Guarantor may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to QD
LLC or any Restricted Subsidiary that is a Guarantor. 
 QDI will not consolidate, amalgamate or merge with or into or wind up
into (whether or not QDI is the surviving Person), 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) either QDI or QD LLC (provided that if QD LLC is to be the surviving Person, then such transaction shall comply
with Section 5.01(a) or 5.01(b)) is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than QDI) or to which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (QDI or such Person, as the case may be,
being herein called the “Successor Parent Guarantor”) and the Successor Parent Guarantor (if other than QDI) expressly assumes all the obligations of QDI under the Indenture and QDI’s Guarantee pursuant to a supplemental
indenture or other documents or instruments in form reasonably satisfactory to the Trustee; and 
 (2) the
Successor Parent Guarantor (if other than QDI) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture. 
 Except as otherwise provided in this Indenture, the Successor
Parent Guarantor (if other than QDI) will succeed to, and be substituted for, QDI under this Indenture and QDI’s Guarantee, and QDI will automatically be released and discharged from its obligations under this Indenture and such Guarantee.


  
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 ARTICLE VI

 DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. An “Event of Default” occurs with respect to Notes if: 
 (a) there is a default in any payment of interest (including any additional interest) on any Note when the same becomes due and payable, and such default continues for a period of 30 days, 

(b) there is a default in the payment of principal or premium, if any, of any Note when due at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration or otherwise, 
 (c) the failure by QD LLC or any Restricted Subsidiary
to comply for 60 days after notice with its other agreements contained in the Notes or this Indenture, 
 (d) the failure by QD
LLC or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay any Indebtedness (other than Indebtedness owing to QD LLC or a Restricted Subsidiary) within any applicable grace period
after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such Indebtedness unpaid or accelerated exceeds $20.0 million or its foreign currency equivalent,

 (e) either QDI, QD LLC or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary case; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to insolvency, 

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

(i) is for relief against either QDI, QD LLC or any Significant Subsidiary in an involuntary case; 

(ii) appoints a Custodian of either QDI, QD LLC or any Significant Subsidiary or for any substantial part of its property;
or 

  
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 (iii)
orders the winding up or liquidation of either QDI, QD LLC or any Significant Subsidiary; 
 or any similar relief is granted
under any foreign laws and the order or decree remains unstayed and in effect for 60 days, 
 (g) failure by QD LLC or any
Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $20.0 million or its foreign currency equivalent (net of any amounts which are covered by
enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days, 
 (h) the Guarantee of QDI or any Guarantee of a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) with respect to the notes ceases to be in full
force and effect (except as contemplated by the terms thereof) or QDI, QD LLC or any Guarantor that qualifies as a Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) denies or disaffirms its
obligations under the indenture or any Guarantee with respect to the notes and such Default continues for 10 days, 
 (i) unless
such Liens have been released in accordance with the provisions of the Security Documents, Liens in favor of the holders of the notes with respect to all or substantially all of the Collateral cease to be valid or enforceable, or any Issuer shall
assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any Subsidiary Guarantor, QD LLC fails to cause such Subsidiary Guarantor
to rescind such assertions within 30 days after QD LLC has actual knowledge of such assertions, or 
 (j) the failure by QDI,
the Issuers or any Subsidiary Guarantor to comply for 60 days after notice with its other agreements contained in the Security Documents except for a failure that would not be material to the holders of the notes and would not materially affect the
value of the Collateral taken as a whole (together with the defaults described in clause (8) the “security default provisions”). 
 The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
 The term
“Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law. 
 However, a default under clause (c) or (j) above shall not constitute an Event of Default
until the Trustee or the holders of 25% in principal amount of outstanding Notes notify the Issuers of the default and the Issuers do not cure such default within the time specified in clauses (c) or (j) hereof after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.” The Issuers shall 

  
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deliver to the Trustee, within five (5) Business Days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of
notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to take with respect thereto. 
 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) hereof with respect to QD LLC) occurs and is continuing, the
Trustee or the holders of at least 25% in principal amount of outstanding Notes by notice to the Issuers may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration,
such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(e) or (f) with respect to QD LLC occurs, the principal of, premium, if any, and interest on all the Notes will become
immediately due and payable without any declaration or other act on the part of the Trustee or any holders. The holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its
consequences. No such recission shall affect any subsequent Default or impair any right consequent thereto. 
 In the event of
any Event of Default specified in Section 6.01(d) above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the
Trustee or the holders of the Notes, if within 20 days after such Event of Default arose Issuers deliver an Officer’s Certificate to the Trustee stating that (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) the default that is the basis for such Event of Default has been cured,
it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at
law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture or the Security Documents. 

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. To the extent required by law, all available remedies are cumulative. 
 SECTION 6.04. Waiver of Past
Defaults. Provided the Notes are not then due and payable by reason of a declaration of acceleration, the holders of a majority in principal amount of the Notes by written notice to the Trustee may waive an existing Default and its consequences
except (a) a Default in the payment of the principal of or interest on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of
a provision that under Section 9.02 cannot be amended without the consent of each holder affected. When a Default is waived, it is deemed 

  
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cured and the Issuers, the Trustee and the holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right. 
 SECTION 6.05. Control by Majority. The holders of a majority in principal amount
of 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 or, if the Trustee, being advised by counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would
involve the Trustee in personal liability or expense for which it is not adequately indemnified, or subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other holder or that would involve the Trustee
in personal liability. Prior to taking any action under this Indenture, 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 6.06. Limitation on Suits. 
 (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy with respect to this Indenture or the Notes unless: 

(i) such holder has previously given the Trustee notice that an Event of Default is continuing, 

(ii) holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy,

 (iii) such holders have offered the Trustee security or indemnity satisfactory to the Trustee against any
loss, liability or expense, 
 (iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity, and 
 (v) the holders of a majority in principal
amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 (b) 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 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of
any holder to receive payment of principal of and 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. 

  
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 SECTION 6.08.
Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuers or any other
obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07.

 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim, statements of interest
and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts
or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the holders allowed in any judicial proceedings relative to the Issuers, the Guarantors, their creditors or their property, shall be entitled to participate
as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, 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 7.07. 

SECTION 6.10. Priorities. Subject to the terms of the Intercreditor Agreement and the Security Documents, any money or
property collected by the Trustee pursuant to this Article VI and any other money or property distributable in respect of the Issuers’ or any Guarantor’s obligations under this Indenture after an Event of Default shall be applied in the
following order: 
 FIRST: to the Trustee for amounts due under Section 7.07; 

SECOND: to the 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 and interest, respectively; and 
 THIRD: to Issuers or, to the extent the Trustee collects any amount for any Guarantor, to such Guarantor. 
 The Trustee may fix a record date and payment date for any payment to the holders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each holder and QD LLC 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


  
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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 does not apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.07 or a suit by holders of
more than 10% in principal amount of the Notes. 
 SECTION 6.12. Waiver of Stay or Extension Laws. Neither Issuers
nor any Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and the Issuers and the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE VII 
 TRUSTEE 

SECTION 7.01. Duties of Trustee. 
 (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Notes and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture. 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. 
 (b) Except during the continuance of an Event of Default: 
 (i) 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 (it being agreed that the permissive right
of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and 
 (ii) in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such
opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

  
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 (c) 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: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 
 (ii) 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; 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.05; and 
 (iv) no provision of this Indenture 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 in the exercise of any of its rights or powers. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and
(c) of this Section. 
 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee
may agree in writing with the Issuers. 
 (f) Money held in trust by the Trustee need not be segregated from other funds except
to the extent required by law. 
 (g) 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 and to the provisions of the TIA. 

SECTION 7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in
the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion
of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

(d) The Trustee shall not be responsible or 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; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence. 

  
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 (e) The Trustee may
consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (f)
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or
document unless requested in writing to do so by the holders of not less than a majority in principal amount of the Notes at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney, at the expense of the
Issuers and shall Incur no liability of any kind by reason of such inquiry or investigation. 
 (g) The Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the holders pursuant to this Indenture, unless such holders shall have offered to the Trustee security or indemnity
satisfactory to the Trustee against the costs, expenses and liabilities which might be Incurred by it in compliance with such request or direction. 
 (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its
capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (i) The Trustee shall not be
responsible or liable for any action taken or omitted by it in good faith at the direction of the holders of not less than a majority in principal amount of the Notes as to the time, method and place of conducting any proceedings for any remedy
available to the Trustee or the exercising of any power conferred by this Indenture. 
 (j) Any action taken, or omitted to be
taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and
binding upon future holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof. 
 (k) The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (l) The Trustee may
request that the Issuers deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be
signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. 

  
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 (m) The Trustee shall
not be responsible or liable for special, indirect, 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 actions. 
 (n) The Trustee shall not be required to give any bond or surety in respect of the
execution of the trusts and powers under this Indenture. 
 (o) The Trustee shall not be responsible or liable for any failure
or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism;
wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military authorities and
governmental action. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11. 
 SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Guarantees or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes, and it shall not be responsible for
any statement of the Issuers or any Guarantor 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. The Trustee shall not be charged with
knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (h), or (i) or of the identity of any Significant Subsidiary unless either (a) a Responsible Officer shall have actual knowledge thereof or (b) the Trustee
shall have received written notice thereof in accordance with Section 13.02 hereof from the Issuers, any Guarantor or any holder. In accepting the trust hereby created, the Trustee acts solely as Trustee for the holders of the Notes and not in
its individual capacity and all persons, including without limitation the holders of Notes and the Issuers having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for
payment except as otherwise provided herein. 
 SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is actually known to the Trustee, the Trustee shall mail to each holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the holders. The Issuers are required to deliver to the Trustee, 

  
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annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers also are required to deliver to the Trustee, within 30 days
after the occurrence thereof, written notice of any event which would constitute Defaults, their status and what action the Issuers are taking or propose to take in respect thereof. 

SECTION 7.06. Reports by Trustee to the Holders. As promptly as practicable after each May 15 beginning with the
May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each holder a brief report dated as of such May 15 that complies with Section 313(a) of the TIA if and to the
extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 A copy of each report at the time
of its mailing to the holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Issuers agree to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting
thereof. 
 SECTION 7.07. Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such
compensation, as the Issuers and the Trustee shall from time to time agree in writing, for the Trustee’s acceptance of this Indenture and its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor
Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against
any Issuer or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by any Issuer, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive
the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided,
however, that any failure so to notify the Issuers shall not relieve any Issuer or any Guarantor of its indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the
Issuers’ expense in the defense. Such indemnified parties may have separate counsel and the Issuers and such Guarantor, as applicable shall pay the fees and expenses of such counsel; provided, however, that the Issuers shall not
be required to pay such fees and expenses if they assume such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuers and the Guarantor, as applicable, and
such parties in connection with such defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith.


  
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 To secure the
Issuers’ and the Guarantors’ payment obligations in this Section, 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. 
 The Issuers’ and the Guarantors’ payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Issuers, the expenses are intended to constitute expenses of administration under the Bankruptcy
Law. 
 No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction. 

SECTION 7.08. Replacement of Trustee. 
 (a) The Trustee may resign at any time by so notifying the Issuers. The holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Issuers shall remove the Trustee if: 
 (i) the Trustee fails to comply with
Section 7.10; 
 (ii) the Trustee is adjudged bankrupt or insolvent; 

(iii) a receiver or other public officer takes charge of the Trustee or its property; or 

(iv) the Trustee otherwise becomes incapable of acting. 

(b) If the Trustee resigns, is removed by the Issuers or by the holders of a majority in principal amount of the Notes and such holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor
Trustee. 
 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the
Issuers. 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 the 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 7.07. 

(d) 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 10% in principal amount of the Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 (e) If the Trustee
fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any holder who has been a bona fide holder of a Note for at least six months may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 (f) Notwithstanding the
replacement of the Trustee pursuant to this Section, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. 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; and in all such cases such certificates shall have the full force which it is anywhere in the Notes
or in this Indenture provided that the certificate of the Trustee shall have. 
 SECTION 7.10. Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. 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 Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there
shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other
securities of the Issuers are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met. 
 SECTION 7.11. Preferential Collection of Claims Against the Issuers. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in
Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated. 
 SECTION 7.12. Limitation on Duty of Trustee in Respect of Collateral; Indemnification. 
 (a) Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee
or any income thereon or as to preservation of rights against prior parties 

  
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or any other rights pertaining thereto and the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office
at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral
is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding
agency or other agent or bailee selected by the Trustee in good faith. 
 (b) The Trustee shall not be responsible for the
existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its
part hereunder, except to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for
the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee shall have no
duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Collateral Agreement or any other Security Document by the Issuers, the First Lien Agent or the Senior Lenders. 

ARTICLE VIII 
 DISCHARGE OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of
Liability on Notes; Defeasance. 
 (a) This Indenture shall be discharged and shall cease to be of further effect (except as
to surviving rights of registration of transfer or exchange of Notes, as expressly provided for in this Indenture) as to all outstanding Notes when: 
 (i) either (a) all the 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 or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all of the Notes (1) have become due and
payable, (2) will become due and payable at their stated maturity within one year or (3) if redeemable at the option of the Issuers, 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 Issuers, and the Issuers have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Issuers directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case may be; 

  
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 (ii)
the Issuers and/or the Guarantors have paid all other sums payable under this Indenture; and 
 (iii) the Issuers
have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 

(b) Subject to Sections 8.01(c) and 8.02, the Issuers at any time may terminate (i) all of their obligations under the Notes and
this Indenture (with respect to the holders of the Notes) (“legal defeasance option”) or (ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13 and 4.15 and the operation of
Section 5.01 for the benefit of the holders of the Notes, and Sections 6.01(c), 6.01(d) and Sections 6.01(e) and 6.01(f) (in the case of Sections 6.01(e) and 6.01(f) with respect to Significant Subsidiaries of QD LLC only), 6.01(g), 6.01(h),
6.01(i) and 6.01(j) (“covenant defeasance option”). The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Issuers terminate all of
their obligations under the Notes and this Indenture (with respect to such Notes) by exercising their legal defeasance option or their covenant defeasance option, the obligations of each Guarantor with respect to its Guarantee and the Security
Documents shall be terminated simultaneously with the termination of such obligations. 
 If the Issuers exercises their legal
defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of
Default specified in Section 6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of QD LLC only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuers to comply with Section 5.01.

 Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee shall acknowledge in
writing the discharge of those obligations that the Issuers terminate. 
 (c) Notwithstanding clauses (a) and
(b) above, the Issuers’ obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, Article VII, including, without limitation, Sections 7.07 and 7.08 and in this Article VIII shall survive until the Notes have been paid in full.
Thereafter, the Issuers’ obligations in Sections 7.07, 8.05 and 8.06 shall survive such satisfaction and discharge. 

SECTION 8.02. Conditions to Defeasance. 
 (a) The Issuers may exercise their legal defeasance option or their covenant defeasance option only if: 
 (i) the Issuers irrevocably deposit in trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or U.S. Government Obligations, the
principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon
to maturity or such redemption date; 

  
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 (ii)
the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government
Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case
may be; 
 (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in
Section 6.01(e) or (f) with respect to the Issuers occurs which is continuing at the end of the period; 
 (iv) the deposit does not constitute a default under any other agreement binding on the Issuers and is not prohibited by Article X; 

(v) in the case of the legal defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel
stating that (1) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred. Notwithstanding the foregoing, the Opinion of Counsel required by the immediately preceding
sentence with respect to a legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity
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 Issuers; 

(vi) such exercise does not impair the right of any holder to receive payment of principal of, premium, if any, and
interest on such holder’s Notes on or after the due dates therefore or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; 

(vii) in the case of the covenant defeasance option, the Issuers shall have delivered to the Trustee an Opinion of Counsel
to the effect that the holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such deposit and defeasance had not occurred; and 
 (viii) the Issuers deliver to
the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be so defeased and discharged as contemplated by this Article VIII have been complied
with. 

  
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 (b) Before or after a
deposit, the Issuers may make arrangements satisfactory to the Trustee for the redemption of such Notes at a future date in accordance with Article III. 
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article VIII. It
shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes so discharged or defeased. 

SECTION 8.04. Repayment to Issuers. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuers upon
request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if
U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article. 

Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuers upon written request any
money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, holders entitled to the money must look to the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall
have no further liability with respect to such monies. 
 SECTION 8.05. Indemnity for U.S. Government Obligations.
The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations
in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ obligations under
this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article VIII; provided, however, that, if the Issuers have made any payment of principal of, or interest on, any such Notes because of the reinstatement of its obligations, the Issuers
shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent. 

  
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 ARTICLE IX

 AMENDMENTS AND WAIVERS 
 SECTION 9.01. Without Consent of the Holders. 
 (a) The Issuers and
the Trustee may amend this Indenture, the Security Documents, the Intercreditor Agreement, or the Notes without notice to or consent of any holder: 
 (i) to cure any ambiguity, omission, defect or inconsistency; 

(ii) to provide for the assumption by a Successor (with respect to an Issuer) of the obligations of an Issuer under this
Indenture and the Notes; 
 (iii) to provide for the assumption by a Successor Holdco or Successor (with respect
to any Restricted Subsidiary that is a Guarantor), as the case may be, of the obligations of a Guarantor under this Indenture, its Guarantee and the Security Documents; 

(iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11; 

(v) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that
the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; 

(vi) to conform the text of this Indenture, the Notes, the Security Documents or the Intercreditor Agreement to any
provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the
Notes, the Security Documents or the Intercreditor Agreement; 
 (vii) to add Collateral to secure the Notes;

 (viii) to release Collateral as permitted by this Indenture or the Intercreditor Agreement; 

(ix) to add additional secured creditors holding Other Second-Lien Obligations so long as such obligations are not
prohibited by this Indenture or the Security Documents; 
 (x) to add to the covenants of Issuers for the benefit
of the holders or to surrender any right or power herein conferred upon the Issuers; 
 (xi) to comply with any
requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the TIA; 

  
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 (xii)
to make any change that does not adversely affect the rights of any holder; or 
 (xiii) to provide for the
issuance of the Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with any outstanding Initial Notes, as a single issue of
securities; 
 (b) After an amendment under this Section 9.01 becomes effective, the Issuers shall mail to the holders a
notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 

SECTION 9.02. With Consent of the Holders. 
 (a) The Issuers and the Trustee may amend this Indenture and the Security Documents with the written consent of the holders of at least a majority in principal amount of the Notes then outstanding voting
as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). However, without the consent of each holder of an outstanding Note affected, an amendment may not: 

(1) reduce the amount of Notes whose holders must consent to an amendment, 

(2) reduce the rate of or extend the time for payment of interest on any Note, 

(3) reduce the principal of or change the Stated Maturity of any Note, 

(4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in
accordance with Article III, 
 (5) make any Note payable in money other than that stated in such Note,

 (6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of an Issuer or any Guarantor,

 (7) impair the right of any holder to receive payment of principal of, premium, if any, and 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, 
 (8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions, 

  
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 (9)
make any change in the provisions in the Intercreditor Agreement or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the holders of the Notes, or 

(10) except as expressly permitted by this Indenture, modify or release the Guarantee of QDI or any Significant Subsidiary
in any manner adverse to the holders of the Notes. 
 In addition, without the consent of the holders of at
least 66 2/3% in aggregate principal amount of Notes
then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes. 

It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this
Section 9.02 becomes effective, the Issuers shall mail to the holders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section 9.02. 
 SECTION 9.03. Compliance with Trust Indenture Act. From the date on which this
Indenture is qualified under the TIA, every amendment, waiver or supplement to this Indenture or the Notes shall comply with the TIA as then in effect. 
 SECTION 9.04. Revocation and Effect of Consents and Waivers. 
 (a) A
consent to an amendment or a waiver by a holder of a Note shall bind the holder and every subsequent holder of that Note or portion of the Note that evidences the same debt as the consenting holder’s Note, even if notation of the consent or
waiver is not made on the Note. However, any such holder or subsequent holder may revoke the consent or waiver as to such holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date on which the Trustee
receives an Officer’s Certificate from the Issuers certifying that the requisite principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall bind every holder. An amendment or waiver becomes effective upon
the (i) receipt by the Issuers or the Trustee of consents by the holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto
containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee. 
 (b) The Issuers 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. 

  
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 SECTION 9.05.
Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Issuers may require the holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note
regarding the changed terms and return it to the holder. Alternatively, if the Issuers or the Trustee so determine, the Issuers in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver. 
 SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and
(subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment,
supplement or waiver is the legal, valid and binding obligation of the Issuers and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including
Section 9.03). 
 SECTION 9.07. Additional Voting Terms; Calculation of Principal Amount. All Notes issued
under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no Notes will have the right to vote or consent as a separate class on any matter. Determinations as to whether holders of
the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article IX and Section 2.14. 
 ARTICLE X 
 RANKING OF NOTE LIENS 

SECTION 10.01. Relative Rights. The Intercreditor Agreement defines the relative rights, as lienholders, of holders of Second
Priority Liens and holders of Liens securing First Priority Lien Obligations. Nothing in this Indenture or the Intercreditor Agreement will: 
 (a) impair, as between the Issuers and holders of Notes, the obligation of the Issuers, which is absolute and unconditional, to pay principal of, premium and interest on Notes in accordance with their
terms or to perform any other obligation of the Issuers or any other obligor under this Indenture, the Notes, the Guarantees and the Security Documents; 
 (b) restrict the right of any holder to sue for payments that are then due and owing, in a manner not inconsistent with the provisions of the Intercreditor Agreement; 

(c) prevent the Trustee, the Collateral Agent or any holder from exercising against the Issuers or any other obligor any
of its other available remedies upon a Default or Event of Default (other than its rights as a secured party, which are subject to the Intercreditor Agreement); or 

  
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 (d)
restrict the right of the Trustee, the Collateral Agent or any holder: 
 (1) to file and prosecute a petition
seeking an order for relief in an involuntary bankruptcy case as to any obligor or otherwise to commence, or seek relief commencing, any insolvency or liquidation proceeding involuntarily against any obligor; 

(2) to make, support or oppose any request for an order for dismissal, abstention or conversion in any insolvency or
liquidation proceeding; 
 (3) to make, support or oppose, in any insolvency or liquidation proceeding, any
request for an order extending or terminating any period during which the debtor (or any other Person) has the exclusive right to propose a plan of reorganization or other dispositive restructuring or liquidation plan therein; 

(4) to seek the creation of, or appointment to, any official committee representing creditors (or certain of the
creditors) in any insolvency or liquidation proceedings and, if appointed, to serve and act as a member of such committee without being in any respect restricted or bound by, or liable for, any of the obligations under this Article X; 

(5) to seek or object to the appointment of any professional person to serve in any capacity in any insolvency or
liquidation proceeding or to support or object to any request for compensation made by any professional person or others therein; 
 (6) to make, support or oppose any request for order appointing a trustee or examiner in any insolvency or liquidation proceedings; or 

(7) otherwise to make, support or oppose any request for relief in any insolvency or liquidation proceeding that it is
permitted by law to make, support or oppose: 
 if it were a holder of unsecured claims; or 

(x) as to any matter relating to any plan of reorganization or other 

(y) restructuring or liquidation plan or as to any matter relating to the administration of the estate or the disposition
of the case or proceeding (in each case except as set forth in the Intercreditor Agreement). 

  
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 ARTICLE XI

 COLLATERAL 
 SECTION 11.01. Security Documents. The payment of the principal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration,
repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors
under this Indenture, the Notes, the Guarantees and the Security Documents are secured as provided in the Security Documents which the Issuer and the Guarantors have entered into simultaneously with the execution of this Indenture and will be
secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation
statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost
and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the
Security Documents) as a perfected second priority security interest subject only to Permitted Liens. 
 SECTION 11.02.
Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate. 

(b) Subject to Section 7.01, neither the Trustee nor the Collateral Agent nor any of their respective officers,
directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the
creation, perfection, priority, sufficiency or protection of any Second Priority Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Second
Priority Liens or Security Documents or any delay in doing so. 
 (c) The Collateral Agent will be subject to
such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture); provided that in the event of conflict between directions received pursuant to the Security Documents and directions received
hereunder, the Collateral Agent will be subject to directions received pursuant to the Security Documents. Except as directed by the Trustee as required or permitted by this Indenture and any other representatives or pursuant to the Security
Documents, the Collateral Agent will not be obligated: 
 (1) to act upon directions purported to be delivered to
it by any other Person; 
 (2) to foreclose upon or otherwise enforce any Second Priority Lien; or 

(3) to take any other action whatsoever with regard to any or all of the Second Priority Liens, Security Documents or
Collateral. 

  
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 (d) The
Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the Second Priority Liens or Security Documents. 

(e) In acting as Collateral Agent or Co-Collateral Agent, the Collateral Agent and each Co-Collateral Agent may rely upon
and enforce each and all of the rights, powers, immunities, indemnities and benefits of the Trustee under Article VII hereof. 
 (f) The holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Collateral Agent by the Security
Documents. Furthermore, each holder of a Note, by accepting such Note, consents to the terms of and authorizes and directs the Trustee (in each of its capacities) and the Collateral Agent to enter into and perform the Intercreditor Agreement and
Security Documents in each of its capacities thereunder. 
 (g) If an Issuer (i) Incurs First Priority Lien
Obligations at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations entitled to the benefit of an existing Intercreditor Agreement is concurrently retired, and
(ii) delivers to the Collateral Agent an Officer’s Certificate so stating and requesting the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement in effect on the Issue
Date) in favor of a designated agent or representative for the holders of the First Priority Lien Obligations so Incurred, the Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the
holders on the terms set forth therein and perform and observe its obligations thereunder. 
 SECTION 11.03.
Authorization of Actions to Be Taken. (a) Each holder of Notes, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreement as originally in effect and as amended, supplemented or
replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to
direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreement and authorizes and empowers the Trustee and the Collateral Agent to bind the holders of Notes and other holders of Obligations as
set forth in the Security Documents to which it is a party and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder. 

(b) The Collateral Agent and the Trustee are authorized and empowered to receive for the benefit of the holders of Notes
any funds collected or distributed under the Security Documents to which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the holders of Notes according to the provisions of this Indenture. 

(c) Subject to the provisions of Section 7.01 and Section 7.02 hereof, the Intercreditor Agreement and the
Security Documents, the Trustee may, in its sole discretion and without the consent of the holders, direct, on behalf of the holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to: 

(1) foreclose upon or otherwise enforce any or all of the Second Priority Liens; 

  
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 (2)
enforce any of the terms of the Security Documents to which the Collateral Agent or Trustee is a party; or 
 (3)
collect and receive payment of any and all Obligations. 
 Subject to the Intercreditor Agreement, the Trustee is authorized and
empowered to institute and maintain, or direct the Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Second Priority Liens or the Security Documents to which the Collateral
Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings
as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interests and the interests of the holders of Notes in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of
or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder
or be prejudicial to the interests of holders, the Trustee or the Collateral Agent. 
 SECTION 11.04. Release of
Liens. (a) Notwithstanding anything to the contrary in the Collateral Agreement and subject to subsections (b) and (c) of this Section 11.04, Collateral may be released from the Lien and security interest created by the
Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the Intercreditor Agreement or as provided hereby. The applicable assets included in the Collateral
shall be automatically released from the Liens securing the Notes, and the applicable Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, under any one or more of the following
circumstances or any applicable circumstance as provided in the Intercreditor Agreement or the Security Documents: 
 (1) upon
the Discharge of Senior Lender Claims and concurrent release of all other Liens on such property or assets securing First Priority Lien Obligations (including all commitments and letters of credit thereunder); provided, however, that
if the Issuers or the Guarantors subsequently incur First Priority Lien Obligations that are secured by Liens on property or assets of the Issuers or the Guarantors of the type constituting the Collateral and the related Liens are incurred in
reliance on clause (6)(B) of the definition of Permitted Liens, then the Issuers and the Restricted Subsidiaries will be required to reinstitute the security arrangements with respect to the Collateral in favor of the Notes, which, in the case
of any such subsequent First Priority Lien Obligations, will be Second Priority Liens on the Collateral securing such First Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the
security documents relating to such First Priority Lien Obligations, with the Second Priority Lien held either by the administrative agent, collateral agent or other representative for such First Priority Lien Obligations or by a collateral agent or
other representative designated by the Issuers to hold the Second Priority Liens for the 

  
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benefit of the holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under
the Intercreditor Agreement; provided, however, that the Issuers will provide the Trustee and Collateral Agent under the Collateral Agreement with prompt written notification of such reinstitution; 

(2) [Intentionally omitted]; 
 (3) [Intentionally omitted]; 
 (4) [Intentionally omitted]; 

(5) to enable the Issuers or any Guarantor to consummate the disposition (other than any disposition to an Issuer or another Guarantor)
of such property or assets to the extent not prohibited under Section 4.06, and to enable any release described in Section 9.15(c) of the Collateral Agreement; 
 (6) in respect of the property and assets of a Guarantor, upon the designation of such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of
“Unrestricted Subsidiary”, and such Guarantor shall be automatically released from its obligations hereunder and under the Security Documents; 
 (7) in respect of the property and assets of a Guarantor, upon the release or discharge of the pledge granted by such Guarantor to secure the Obligations under the Credit Agreement or any other
Indebtedness or the guarantee of any other Indebtedness which resulted in the obligation to become a Guarantor; and 
 (8) as
described under Article IX. 
 Notwithstanding the foregoing, if an Event of Default under this Indenture exists on the date of
Discharge of Senior Lender Claims, the Second Priority Liens on the Collateral securing the Notes will not be released, except to the extent the Collateral or any portion thereof was disposed of in order to repay the First Priority Lien Obligations
secured by the Collateral, and thereafter the Trustee (or another designated representative acting at the direction of the holders of a majority of outstanding principal amount of the Notes and Other Second-Lien Obligations) will have the right to
direct the First Lien Agent to foreclose upon the Collateral (but in such event, the Liens on the Collateral securing the Notes will be released when such Event of Default and all other Events of Default under this Indenture cease to exist).

 In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and
deliver to any Pledgor (as defined in the Collateral Agreement), at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination
statements), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or
released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release


  
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pursuant to this Section 11.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC
termination statements. 
 Upon the receipt of an Officer’s Certificate from QD LLC, as described in Section 11.04(b)
below, if applicable, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers, the Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any
Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement. 
 (b) Notwithstanding anything herein to the contrary, in connection with (x) any release of Collateral pursuant to Section 11.04(a)(1), (6), (7) or (8) above, such Collateral may not be
released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 11.04(a)(2), (3), (4) and (5), the Collateral Agent shall not be required to execute, deliver or
acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have
been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent on or prior to the date of such release or, in the case of clause
(y) above, the date on which the Collateral Agent executes any such instrument. 
 (c) Notwithstanding
anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of
acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as otherwise provided in the Intercreditor Agreement. 

SECTION 11.05. Filing, Recording and Opinions. (a) The Issuers will comply with the provisions of TIA Sections 314(b),
314(c) and 314(d), in each case following qualification of this Indenture pursuant to the TIA and except to the extent not required as set forth in any SEC regulation or interpretation (including any no-action letter issued by the Staff of the SEC,
whether issued to the Issuers or any other Person). Following such qualification, to the extent the Issuers are required to furnish to the Trustee an Opinion of Counsel pursuant to TIA Section 314(b)(2), the Issuers will furnish such opinion
not more than 60 but not less than 30 days prior to each September 30. 
 Any release of Collateral permitted by
Section 11.04 hereof will be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof and any person that is required to deliver an Officer’s Certificate or Opinion of Counsel pursuant to
Section 314(d) of the TIA, shall be entitled to rely upon the foregoing as a basis for delivery of such certificate or opinion. The Trustee may, to the extent permitted by Section 7.01 and 7.02 hereof, accept as conclusive evidence of
compliance with the foregoing provisions the appropriate statements contained in such documents and Opinion of Counsel. 

  
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 (b) If
any Collateral is released in accordance with this Indenture and if the Issuers have delivered the certificates and documents required by the Security Documents and Section 11.04, the Trustee will determine whether it has received all
documentation required by TIA Section 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.04, will, upon request, deliver a certificate to the Collateral Agent
setting forth such determination. 
 SECTION 11.06. [Intentionally omitted]. 

SECTION 11.07. Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or
trustee, lawfully appointed, the powers conferred in this Article XI upon the Issuers or the Guarantors with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by
such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or the Guarantors or of any officer or officers thereof required by the provisions of this Article XI; and if the Trustee shall be in the possession of
the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee. 
 SECTION 11.08.
Release Upon Termination of the Issuers’ Obligations. In the event (i) that QD LLC delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the
obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ obligations under the Notes, this Indenture and the Security Documents, and all such obligations
have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article VIII, the Trustee shall deliver to QD LLC and the Collateral Agent a notice stating that the Trustee, on behalf of the
holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall be deemed not to hold a Lien
in the Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably necessary at the request of the Issuers to release such Lien as soon as is reasonably practicable. 

SECTION 11.09. Designations. Except as provided in the next sentence, for purposes of the provisions hereof and the
Intercreditor Agreement requiring the Issuers to designate Indebtedness for the purposes of the terms First Priority Lien Obligations and Other Second-Lien Obligations or any other such designations hereunder or under the Intercreditor Agreement,
any such designation shall be sufficient if the relevant designation provides in writing that such First Priority Lien Obligations or Other Second-Lien Obligations are permitted under this Indenture and is signed on behalf of the Issuers by an
Officer and delivered to the Trustee, the Collateral Agent and the First Lien Agent. For all purposes hereof and the Intercreditor Agreement, the Issuers hereby designate the Obligations pursuant to the Credit Agreement as in effect on the Issue
Date as First Priority Lien Obligations. 
 SECTION 11.10. Taking and Destruction. Following the Discharge of Senior
Lender Claims, upon any Taking or Destruction of any Collateral, all Net Insurance Proceeds received by the Issuers or any Restricted Subsidiary shall be deemed Net Proceeds and shall be applied in accordance with Section 4.06. 

  
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 ARTICLE XII

 GUARANTEE 
 SECTION 12.01. Guarantee. 
 (a) Each Guarantor hereby jointly and
severably, irrevocably and unconditionally guarantees, on a second-priority secured basis, as a primary obligor and not merely as a surety, to each holder and to the Trustee and its successors and assigns (i) the full and punctual payment when
due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or
interest on in respect of the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether
for fees, expenses, indemnification or otherwise under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article XII notwithstanding any extension or renewal of any Guaranteed
Obligation. 
 (b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuers 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. The obligations of each Guarantor hereunder shall not be affected by (i) the
failure of any holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of
this Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any
holder or the Trustee for the Guaranteed Obligations or each Guarantor; (v) the failure of any holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership
of each Guarantor, except as provided in Section 12.02(b) or Section 12.02(c). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such
Guarantor’s obligations would be less than the full amount claimed. 
 (c) Each Guarantor hereby waives any right to which
it may be entitled to have the assets of the Issuers first be used and depleted as payment of the Issuers’ or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each
Guarantor hereby waives any right to which it may be entitled to require that the Issuers be sued prior to an action being initiated against such Guarantor. 
 (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that
any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations. 

  
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 (e) The Guarantee of
each Guarantor is, to the extent and in the manner set forth in Article XII, equal in right of payment to all existing and future Pari Passu Indebtedness, senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers
and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Secured Indebtedness of the relevant Guarantor and is made subject to such provisions of this Indenture.

 (f) Except as expressly set forth in Sections 8.01(b), 12.02 and 12.06, the obligations of each Guarantor hereunder shall not
be subject to any reduction, limitation, impairment or termination for any reason, 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 obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations, or by 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 any Guarantor as a matter of law or equity. 
 (g) Each Guarantor agrees that its Guarantee
shall remain in full force and effect until payment in full of all the Guaranteed Obligations. 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 or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Issuers or otherwise. 

(h) In furtherance of the foregoing and not in limitation of any other right which any holder or the Trustee has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Guaranteed Obligation, 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 an amount equal to the sum
of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of
the Issuers to the holders and the Trustee. 
 (i) Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the holders and the
Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 12.01. 

  
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 (j) Each Guarantor
also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) Incurred by the Trustee or any holder in enforcing any rights under this Section 12.01. 

(k) Upon request of the Trustee, each Guarantor 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 12.02. Limitation
on Liability. 
 (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount
of the Guaranteed Obligations guaranteed hereunder by each Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 
 (b) A Guarantee as
to any Subsidiary that is a party hereto on the date hereof or that executes a supplemental indenture in accordance with Section 4.11 hereof and provides a guarantee shall terminate and be of no further force or effect and such Guarantor shall
be deemed to be released from all obligations under this Article XII upon: 
 (i) the sale, disposition, exchange
or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Wholly-Owned Restricted
Subsidiary), of the applicable Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture; 
 (ii) QD LLC designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.04 and the definition of “Unrestricted Subsidiary”; 

(iii) the release or discharge of the guarantee of any other Indebtedness which resulted in the obligation to guarantee
the Notes; and 
 (iv) the Issuers’ exercise of their legal defeasance option or covenant defeasance option
under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture. 
 A Guarantee as to any Subsidiary also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing
Bank Indebtedness or other exercise of remedies in respect thereof. 

  
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 (c) QDI’s
Guarantee shall terminate and be of no further force or effect and QDI shall be deemed to be released from all obligations under this Article XII upon: 
 (i) QD LLC ceasing to be a Wholly-Owned Subsidiary of QDI; 
 (ii)
QD LLC’s transfer of all or substantially all of its assets to, or merger with, an entity that is not a Wholly-Owned Subsidiary of QDI in accordance with Section 5.01 and such transferee entity assumes QD LLC’s obligations under this
Indenture; and 
 (iii) the Issuers’ exercise of its legal defeasance option or covenant defeasance option
under Article VIII or if the Issuers’ obligations under this Indenture are discharged in accordance with the terms of this Indenture. 
 SECTION 12.03. Successors and Assigns. This Article XII shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the holders and, in the event of any transfer or assignment of rights by any holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this Indenture. 
 SECTION 12.04. No Waiver.
Neither a failure nor a delay on the part of either the Trustee or the holders in exercising any right, power or privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under
this Article XII at law, in equity, by statute or otherwise. 
 SECTION 12.05. Modification. No modification,
amendment or waiver of any provision of this Article XII, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle any Guarantor to any other or further notice or demand in the same, similar or other
circumstances. 
 SECTION 12.06. Execution of Supplemental Indenture for Future Guarantors. Each which is required
to become a Guarantor of the Notes pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a joinder to the Intercreditor Agreement and a supplemental indenture in the form of Exhibit D hereto pursuant to which such Person
shall become a Guarantor under this Article XII and shall guarantee the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s
Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other
similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable
against such Guarantor in accordance with its terms and/or to such other matters as the Trustee may reasonably request. 

  
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 SECTION 12.07.
Non-Impairment. The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof. 

ARTICLE XIII 
 MISCELLANEOUS 
 SECTION 13.01. Trust Indenture Act Controls. If
and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to
318 of the TIA, inclusive, such imposed duties or incorporated provision shall control. 
 SECTION 13.02. Notices.

 (a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile or
mailed by first-class mail addressed as follows: 
 if to an Issuer or a Guarantor: 

c/o Quality Distribution LLC 
 4041 Parks Oaks Blvd., Suite 200, 
 Tampa, FL 33610 

Facsimile: (813) 630-9567 
 Attn: General Counsel 
 if to the Trustee: 

The Bank of New York Mellon Trust Company, N.A. 
 10161 Centurion Parkway 
 Jacksonville, FL 32256 

Facsimile: (904) 645-1921 
 Attn: Corporate Trust Administration 
 The Issuers or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or communications. 
 (b) Any notice or communication mailed
to a holder shall be mailed, first class mail, to the holder at the holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

(c) 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 are effective only if received. 

  
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 The Trustee agrees to
accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing
electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and
the risk or interception and misuse by third parties. 
 Notwithstanding anything to the contrary contained herein, as long as
the Notes are in the form of a Global Note, notice to the holders may be made electronically in accordance with procedures of the Depository. 
 SECTION 13.03. Communication by the Holders with Other Holders. The holders may communicate pursuant to Section 312(b) of the TIA with other holders with respect to their rights under
this Indenture or the Notes. The Issuers, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA. 
 SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take or refrain from taking any action under this Indenture,
the Issuers shall furnish to the Trustee at the request of the Trustee: 
 (a) an Officer’s Certificate in form reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(b) 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 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include: 
 (a) a statement that the individual making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of such 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 

  
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 (d) a statement as to
whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or
certificates of public officials. 
 SECTION 13.06. When Notes Disregarded. In determining whether the holders of
the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, the Guarantors or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the Issuers or the Guarantors shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether a Responsible Officer of 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. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 

SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting
of the holders. The Registrar and a Paying Agent may make reasonable rules for their functions. 
 SECTION 13.08. Legal
Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a
Business Day for the intervening period. If a regular Record Date is not a Business Day, the Record Date shall not be affected. 

SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 SECTION 13.10. No Recourse
Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in an Issuer or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of an
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. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 SECTION 13.11. Successors. All agreements of the
Issuers and the Guarantors in this Indenture and the Notes shall bind such person’s successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 13.12. 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 13.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been 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. 

  
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 SECTION 13.14.
Indenture Controls. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control. 

SECTION 13.15. Severability. In case any provision in this 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 13.16. Intercreditor Agreement. The terms of this Indenture are subject to the terms of the Intercreditor Agreement.

 SECTION 13.17. Waiver of Jury Trial. 
 EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY. 
 [Remainder of page intentionally left
blank] 

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

					
	 QUALITY DISTRIBUTION, LLC,
 as an Issuer

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 QUALITY DISTRIBUTION, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 BOASSO AMERICA CORPORATION,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 CHEMICAL LEAMAN CORPORATION,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer


 [Indenture]








  
 
					
	 ENVIROPOWER INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 QUALA SYSTEMS, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 POWER PURCHASING, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 AMERICAN TRANSINSURANCE GROUP, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer



  
 S-2









  
 
					
	 MEXICO INVESTMENTS, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 MTL OF NEVADA,
 as a Guarantor

		
	By:	 	 /s/ James Rakitsky

		 	Name:	 	James Rakitsky
		 	Title:	 	President and Secretary
	
	 QD RISK SERVICES, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer
	
	 QUALITY CARRIERS, INC.,
 as a Guarantor

		
	By:	 	 /s/ Gary R. Enzor

		 	Name:	 	Gary R. Enzor
		 	Title:	 	Chief Executive Officer



  
 S-3









  
 
					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Trustee
		
	By:	 	 /s/ Craig A. Kaye

		 	Name:	 	Craig A. Kaye
		 	Title:	 	Vice President
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Collateral Agent
		
	By:	 	 /s/ Craig A. Kaye

		 	Name:	 	Craig A. Kaye
		 	Title:	 	Vice President



  
 S-4









  
 APPENDIX A 

PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL SECURITIES 
 AND EXCHANGE SECURITIES 
 1. Definitions. 

1.1 Definitions. 
 For the purposes of this Appendix A the following terms shall have the meanings indicated below: 
 “Additional Interest” has the meaning set forth in the Registration Rights Agreement. 
 “Definitive Note” means a certificated Initial Note or Exchange Note (bearing the Restricted Notes Legend if the transfer of such Note is restricted by applicable law) that does not
include the Global Notes Legend. 
 “Depository” means The Depository Trust Issuer, its nominees and their
respective successors. 
 “Global Notes Legend” means the legend set forth under that caption in the applicable
Exhibit to this Indenture. 
 “IAI” means an institutional “accredited investor” as described in Rule
501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Initial Purchasers” means Credit Suisse
Securities (USA) LLC, Jefferies & Company, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, Moelis & Company LLC and BB&T Capital Markets, a division of Scott & Stringfellow,
LLC. 
 “Purchase Agreement” means the Purchase Agreement dated November 1, 2010 among the Issuers, the
Guarantors and the Representatives of the Initial Purchasers entered into in connection with the sale and issuance of the Notes. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Registered Exchange Offer” means the offer by the Issuers, pursuant to the Registration Rights Agreement, to holders of Initial Notes, to issue and deliver to such holders, in exchange
for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act. 

“Registration Rights Agreement” means (a) the Registration Rights Agreement dated as of November 3, 2010 among
the Issuers, the Guarantors and the Initial Purchasers relating to the Notes and (b) any other similar registration rights agreement relating to Additional Notes. 

  
 Appendix A-1









  
 “Regulation
S” means Regulation S under the Securities Act. 
 “Regulation S Notes” means all Initial Notes
offered and sold outside the United States in reliance on Regulation S. 
 “Restricted Notes Legend” means the
legend set forth in Section 2.2(h)(i) herein. 
 “Restricted Period,” with respect to any Notes, means the
period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice
of which day shall be promptly given by the Issuers to the Trustee, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days. 

“Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 

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

“Rule 144A Notes” means all Initial Notes offered and sold to QIBs in reliance on Rule 144A. 

“Notes Custodian” means the custodian with respect to a Global Note (as appointed by the Depository) or any successor
person thereto, who shall initially be the Trustee. 
 “Shelf Registration Statement” means a registration
statement filed by the Issuers in connection with the offer and sale of Initial Notes pursuant to the Registration Rights Agreement. 
 “Transfer Restricted Definitive Notes” means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend. 

“Transfer Restricted Global Notes” means Global Notes that bear or are required to bear or are subject to the Restricted
Notes Legend. 
 “Unrestricted Definitive Notes” means Definitive Notes that are not required to bear, or are
not subject to, the Restricted Notes Legend. 
 “Unrestricted Global Notes” means Global Notes that are not
required to bear, or are not subject to, the Restricted Notes Legend. 
 1.2 Other Definitions. 

 

			
	 Term:
	  	Defined in Section:
		
	 Agent Members
	  	2.1(b)
	 Global Notes
	  	2.1(b)
	 Regulation S Global Notes
	  	2.1(b)
	 Rule 144A Global Notes
	  	2.1(b)


  
 Appendix A-2









  
 2. The Notes.

 2.1 Form and Dating; Global Notes. 
 (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule
144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth
below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law. 

(b) Global Notes. (i) Except as provided in clause (d) below, Rule 144A Notes initially shall be represented by one or
more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). 
 Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Global Notes”), which
shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. 
 The term “Global Notes” means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall
(i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the
Restricted Notes Legend. 
 Members of, or direct or indirect participants in, the Depository (collectively, the “Agent
Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The Depository may be treated by the Issuers, the
Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights
of a holder of any Note. 
 (ii) Transfers of Global Notes shall be limited to transfer in whole, but not in
part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the
Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Issuers that it is unwilling or unable to continue as depository for such
Global Note and the Issuers thereupon fail to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to
such Global Note; provided that in no event shall the Regulation S Global Note be exchanged 

  
 Appendix A-3









 
by the Issuers for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf
of the Depository in accordance with its customary procedures. 
 (iii) In connection with the transfer of a
Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee shall
authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized
denominations. 
 (iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note
pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend. 
 (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in a Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in
accordance with the applicable provisions of Section 2.2. 
 (vi) The holder of any 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. 

2.2 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Issuers for
Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.08 of this Indenture. Beneficial interests in a Global Note may
be transferred and exchanged as provided in Section 2.2(b). 
 (b) Transfer and Exchange of Beneficial Interests in
Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository.
Beneficial interests in Transfer Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or
exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in any Transfer Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Note in accordance with the transfer
restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for
the account or benefit of a U.S. Person. A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i). 

  
 Appendix A-4









  
 (ii)
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such
beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be
credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing
information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note pursuant to Section 2.2(i). 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the
form of a beneficial interest in another Transfer Restricted Global Note if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 

(A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the
transferor must deliver a certificate in the form attached to the applicable Note; and 
 (B) if the transferee
will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note. 

(iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 

(A) if the holder of such beneficial interest in a Transfer Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 

  
 Appendix A-5









  
 (B) if
the holder of such beneficial interest in a Transfer Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form attached to the applicable Note, 
 and, in each such case, if the Issuers or the Registrar so
requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a
time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an written order of the Issuers in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv). 

(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Transfer
Restricted Global Note. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note. 

(c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes. A beneficial interest in a Global Note may
not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except
under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes. Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i), (ii) or (iii) below, as applicable: 
 (i) Transfer
Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes. If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer
Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation: 
 (A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such
Transfer Restricted Note for a beneficial interest in a Transfer Restricted Global Note, a certificate from such holder in the form attached to the applicable Note; 

  
 Appendix A-6









  
 (B) if
such Transfer Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 

(C) if such Transfer Restricted Definitive Note is being transferred to a Non U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such holder in the form attached to the applicable Note; 
 (D) if such Transfer Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act,
a certificate from such holder in the form attached to the applicable Note; 
 (E) if such Transfer Restricted
Definitive Note is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such holder in the form
attached to the applicable Note, including the certifications, certificates and Opinion of Counsel, if applicable; or 
 (F) if such Transfer Restricted Definitive Note is being transferred to the Issuers or a Subsidiary thereof, a certificate from such holder in the form attached to the applicable Note; 

the Trustee shall cancel the Transfer Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of
the appropriate Transfer Restricted Global Note. 
 (ii) Transfer Restricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A holder of a Transfer Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted
Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive
Note for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or 
 (B) if the holder of such Transfer Restricted Definitive Notes proposes to transfer such Transfer Restricted Definitive Note to a Person who shall take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note, 

  
 Appendix A-7









  
 and, in each such case,
if the Issuers or the Registrar so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance
with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this
subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this
subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an written order of the Issuers in the form of an Officer’s Certificate, the Trustee shall authenticate one
or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii). 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A holder of an
Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an
written order of the Issuers in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes
transferred or exchanged pursuant to this subparagraph (iii). 
 (iv) Unrestricted Definitive Notes to
Beneficial Interests in Transfer Restricted Global Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note.

 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder of Definitive Notes and
such holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such holder or by its attorney, duly authorized in writing. In addition, the
requesting holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e). 

  
 Appendix A-8









  
 (i)
Transfer Restricted Definitive Notes to Transfer Restricted Definitive Notes. A Transfer Restricted Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive
Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note; 

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must
deliver a certificate in the form attached to the applicable Note; 
 (C) if the transfer will be made pursuant
to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note; 

(D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Note; and 
 (E) if such transfer will be made to the Issuers or a Subsidiary thereof, a certificate in the form attached to the applicable Note. 

(ii) Transfer Restricted Definitive Notes to Unrestricted Definitive Notes. Any Transfer Restricted Definitive Note
may be exchanged by the holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following: 

(A) if the holder of such Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive
Note for an Unrestricted Definitive Note, a certificate from such holder in the form attached to the applicable Note; or 
 (B) if the holder of such Transfer Restricted Definitive Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from
such holder in the form attached to the applicable Note, 
 and, in each such case, if the Registrar so requests, an Opinion of
Counsel in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer
required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive Notes to
Unrestricted Definitive Notes. A holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a 

  
 Appendix A-9









 
Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the holder thereof. 
 (iv) Unrestricted Definitive Notes
to Transfer Restricted Definitive Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Note. 

At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at
the direction of the Trustee to reflect such increase. 
 (f) Legend. 

(i) Except as permitted by the following paragraph (iii), (iv) or (v), each Note certificate evidencing the Global
Notes and any Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS
SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT,


  
 Appendix A-10









 
WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE
DATE OF THE TRANSFER OF THIS SECURITY, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS, OR ANY OF THEIR SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS
FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (F) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT (AN “IAI”) THAT,
PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS AND THE TRUSTEE THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER


  
 Appendix A-11









 
THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN
THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.” 
 “THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED NOVEMBER 3, 2010, BY AND AMONG CREDIT SUISSE, CAYMAN ISLANDS BRANCH AND GENERAL ELECTRIC CAPITAL
CORPORATION, EACH AS FIRST LIEN AGENT, THE BANK OF NEW YORK MELLON TRUST COMPANY , N.A., AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” 
 Each Definitive Note shall bear the following additional legends: 
 “IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.” 
 (ii) Upon any sale or transfer of a Transfer Restricted Definitive Note, the Registrar
shall permit the holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Note if the holder
certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Initial Note). 

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

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

  
 Appendix A-12









  
 (v)
Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring
any such Initial Note be issued in global form shall continue to apply. 
 (vi) Any Additional Notes sold in a
registered offering shall not be required to bear the Restricted Notes Legend. 
 (g) Cancellation or Adjustment of Global
Note. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depository at the direction of the Trustee to reflect such increase. 

(h) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate,
Definitive Notes and Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made for
any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments
or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture). 
 (iii) Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as
the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the
Registrar shall be affected by notice to the contrary. 
 (iv) 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. 

  
 Appendix A-13









  
 (i) 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 the Depository or any other Person with respect to the accuracy of the records of the Depository 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 the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes.
All notices and communications to be given to the holders and all payments to be made to the holders under the Notes shall be given or made only to the registered holders (which shall be the Depository or its nominee in the case of a Global Note).
The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository 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 Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

  
 Appendix A-14









  
 EXHIBIT A 

[FORM OF FACE OF INITIAL NOTE] 
 [Global Notes Legend] 
 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 COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS 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. 
 [For Regulation S Global Note Only] 
 UNTIL 40 DAYS AFTER THE LATER OF
COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] 
 [Restricted Notes Legend for Notes Offered in Reliance on Regulation S]

 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 
 [Restricted Notes Legend for Notes Offered Otherwise than in Reliance on Regulation S] 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, 

  
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ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) OR
(B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY, RESELL
OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY OF THEIR SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE
ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT), (F) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER REGULATION D OF THE SECURITIES ACT (AN “IAI”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS AND THE TRUSTEE THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) OR 2(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.” 

  
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 [Restricted Notes
Legend] 
 “THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED NOVEMBER 3, 2010, BY
AND AMONG CREDIT SUISSE, CAYMAN ISLANDS BRANCH AND GENERAL ELECTRIC CAPITAL CORPORATION, EACH AS FIRST LIEN AGENT, THE BANK OF NEW YORK MELLON TRUST COMPANY , N.A., AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” 

Each Definitive Note shall bear the following additional legends: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” 

  
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 [FORM OF INITIAL NOTE]

  

			
	No.	  	 [144A] CUSIP No. [    ]
 [144A] ISIN No. [    ]
  
 [REG S] CUSIP No. [    ]
 [REG S] ISIN No.
[    ]


 9.875% Second-Priority Senior Secured Note due 2018 

QUALITY DISTRIBUTION, LLC, a Delaware limited liability company and QD CAPITAL CORPORATION, a Delaware corporation, jointly and severally
promise to pay to Cede & Co., or registered assigns, the principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on November 3, 2018. 

Interest Payment Dates: May 1 and November 1, commencing 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. 

  
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 IN WITNESS WHEREOF,
the parties have caused this instrument to be duly executed. 
  

					
	QUALITY DISTRIBUTION, LLC
		
	By:	 	  

		 	Name:	 	[    ]
		 	Title:	 	[    ]
	
	QD CAPITAL CORPORATION
		
	By:	 	  

		 	Name:	 	[    ]
		 	Title:	 	[    ]


 Dated: November
    , 2010 

  
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	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee, certifies that this is one
of the Notes referred to in the Indenture.


  

			
	By:	 	  

		 	Authorized Signatory

  

	*/	If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.” 


  
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 [FORM OF REVERSE SIDE
INITIAL NOTE] 
 9.875% Second-Priority Senior Secured Note Due 2018 
 1. Interest 
 QUALITY DISTRIBUTION LLC, a Delaware limited liability company
and QD CAPITAL CORPORATION, a Delaware corporation (such entities, and their successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuers”), promise to pay interest on the principal amount of
this Note at the rate per annum shown above. The Issuers shall pay interest semiannually on May 1 and November 1 of each year (each an “Interest Payment Date”), commencing May 1, 2011. Interest on the Notes shall
accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from November 3, 2010, until the principal hereof is due. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

2. Method of Payment 

The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of business
on April 15 or October 15 (each a “Record Date”) next preceding the Interest Payment Date even if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day). Holders
must surrender Notes to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the 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 depositary. The Issuers shall make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest
may be made by mailing a check to the registered address of each holder thereof; provided, however, that payments on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, 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 Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
 3.
Paying Agent and Registrar 
 Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”),
will act as Paying Agent and Registrar. The Issuers may appoint and change any Paying Agent or Registrar without notice. The Issuers or any of their domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.


  
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 4. Indenture 

The Issuers issued the Notes under an Indenture dated as of November 3, 2010 (the “Indenture”), among the Issuers,
the Guarantors 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 “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the
Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 
 The Notes are
second-priority senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes
or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the
Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by the Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales.
The Indenture also imposes limitations on the ability of each Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers 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 the Guaranteed
Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture. 

5. Optional Redemption 

On or after November 1, 2014, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time,
upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid
interest and additional interest, if any, to the 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 12-month period commencing
on November 1 of the years set forth below: 
  

					
	 Period
	  	Redemption Price	 
	 2014
	  	 	104.938	% 
	 2015
	  	 	102.469	% 
	 2016 and thereafter
	  	 	100.000	% 


  
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 In addition, prior to
November 1, 2014 the Issuers may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered
address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, 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). 
 During
any twelve-month period prior to November 1, 2014, the Issuers may redeem up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) at a redemption price of 103%, plus
accrued and unpaid interest and additional interest, if any, to the 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). 

Notwithstanding the foregoing, at any time and from time to time on or prior to November 1, 2013, the Issuers may redeem in the
aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by QD LLC or (2) by any direct
or indirect parent of QD LLC to the extent the net cash proceeds thereof are contributed to the common equity capital of QD LLC or are used to purchase Capital Stock (other than Disqualified Stock) of QD LLC, at a redemption price (expressed as a
percentage of principal amount thereof) of 109.875%, plus accrued and unpaid interest and Additional Interest, if any, to the 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); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such
redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being
redeemed and otherwise in accordance with the procedures set forth in the Indenture. 
 6. Mandatory Redemption 

Except as set forth in the Indenture, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect
to the Notes. 
 7. Notice of Redemption 
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at his, her or its registered address.
Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the
redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Notes (or such portions thereof) called for redemption.


  
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 8. Repurchase of Notes at the
Option of the Holders upon Change of Control and Asset Sales 
 Upon the occurrence of a Change of Control, each holder shall
have the right, subject to certain conditions specified in the Indenture, to cause the Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the date of repurchase (subject to the right of the 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. 
 In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Notes
upon the occurrence of certain events. 
 9. Ranking and Collateral 

These Notes and the Guarantees will be secured by a second-priority security interest in the Collateral pursuant to certain Security
Documents. The Second Priority Liens upon any and all Collateral are, to the extent and in the manner provided in the Intercreditor Agreement, subordinate in ranking to all present and future First Priority Liens and will be of equal ranking with
all present and future Liens securing Other Second-Lien Obligations as set forth in the Intercreditor Agreement. 
 10. Denominations;
Transfer; Exchange 
 The Notes are in registered form, without coupons, in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. A holder shall register the transfer of or exchange of Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note
to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed. 
 11. Persons Deemed Owners 
 The registered holder of this Note shall be
treated as the owner of it for all purposes. 
 12. Unclaimed Money 

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back
to the Issuers at their written request unless an abandoned property law designates another Person. After any such payment, the holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies. 

  
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 13. Discharge and Defeasance

 Subject to certain conditions, the Issuers at any time may terminate some of or all its obligations under the Notes and the
Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 
 14. Amendment; Waiver 
 Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) any past default or compliance with any provisions may
be waived with the written consent of the holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any holder, the Issuers and the Trustee may amend
the Indenture, the Security Documents, the Intercreditor Agreement or the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor (with respect to an Issuer) of the obligations
of an Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Holdco or Successor (with respect to any Restricted Subsidiary that is a Guarantor), as the case may be, of the obligations of a Guarantor;
(iv) to add a Guarantor with respect to the Notes pursuant to 4.11 of the Indenture; (v) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (vi) to conform the text of the Indenture, the Notes, the Security
Documents or the Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim
recitation of a provision of the Indenture, the Notes, the Security Documents or the Intercreditor Agreement; (vii) to add Collateral to secure the Notes; (viii) to add additional covenants of the Issuers for the benefit of the holders or
to surrender rights and powers conferred on the Issuers; (ix) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (x) to make any change that does not adversely affect
the rights of any holder; (xi) to provide for the issuance of the Exchange Notes or Additional Notes; (xii) to release Collateral as permitted by the Indenture or the Intercreditor Agreement; or (xiii) to add additional secured
creditors holding Other Second-Lien Obligations so long as such obligations are not prohibited by the Indenture or the Security Documents. 

15. Defaults and Remedies 

If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of QD
LLC) and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes
to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of QD LLC occurs, the principal of, premium, if any, and interest on all the Notes shall become 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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 If an Event of Default
occurs and is continuing, the Trustee shall 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 unless such holders have offered to the Trustee indemnity or security
satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy
with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the holders of at least 30% in principal amount of the outstanding Notes have requested
the Trustee in writing to pursue the remedy, (iii) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
Subject to certain restrictions, the holders of a majority in principal amount of the 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 or that would
involve the Trustee in personal liability. Prior to taking any action under the Indenture, 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. 
 16. Trustee Dealings with the Issuer 
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and
collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. 
 17. No Recourse Against Others 
 No director, officer, employee,
incorporator or holder of any equity interests in an Issuer or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of an Issuer or any Guarantor under the Notes, the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. 

  
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 18. Authentication 

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note. 
 19. Registration Rights Agreement 

The holder of this Note is entitled to the benefits of the Registration Rights Agreement dated November 3, 2010, among the Issuers,
the Guarantors and the Purchasers named therein. 
 20. Abbreviations 

Customary abbreviations may be used in the name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
 21. Governing Law 
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 22. CUSIP Numbers; ISINs

 The Issuers have caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers
and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon. 
 The Issuers will furnish to any holder of Notes upon written request and without
charge to the holder a copy of the Indenture which has in it the text of this Note. 

  
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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 soc. sec.
or tax I.D. No.) 
 and irrevocably appoint
                     agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

 

									
	Date:	 	  
	 		 	Your Signature:	 	  



 
  
  

Sign exactly as your name appears on the other side of this Note. 
 Signature Guarantee: 
  

							
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee


  
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 CERTIFICATE TO BE
DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED SECURITIES 

This certificate relates to
$                     principal amount of Notes held in (check applicable space)         
book-entry or              definitive form by the undersigned. 
 The
undersigned (check one box below): 
  

	 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive,
registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); 


 

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. 


In connection with any transfer of any of the Notes evidenced by this certificate occurring while this Note is still a Transfer Restricted Definitive
Note or a Transfer Restricted Global Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: 
 CHECK
ONE BOX BELOW 
  

					
	(1)	  	 ̈	  	to the Issuers; or
			
	(2)	  	 ̈	  	to the Registrar for registration in the name of the holder, without transfer; or
			
	(3)	  	 ̈	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(4)	  	 ̈	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(5)	  	 ̈	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and
such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	(6)	  	 ̈	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a
signed letter containing certain representations and agreements; or
			
	(7)	  	 ̈	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.


Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any
Person other than the registered holder 

  
 A-15









 
thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuers or the Trustee may require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Issuers or the Trustee have reasonably requested 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. 
  

									
	Date:	 	  
	 		 	Your Signature:	 	  



 
  
  

Sign exactly as your name appears on the other side of this Note. 
 Signature Guarantee: 
  

							
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee


  
 A-16









  
 TO BE COMPLETED BY
PURCHASER IF (4) 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, 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 Issuers 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. 

 

							
	Date:	 	  
	 		 	  

		 		 		 	NOTICE: To be executed by an executive officer


  
 A-17









  
 [TO BE ATTACHED TO
GLOBAL SECURITIES] SCHEDULE OF INCREASES OR 
 DECREASES IN GLOBAL SECURITY] 

The initial principal amount of this Global Note is $            . 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


  
 A-18









  
 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or
4.08 (Change of Control) of the Indenture, check the box: 
 Asset Sale
 ̈                Change of Control  ̈ 

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change
of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000 in excess thereof): 
 $ 

 

									
	Date:	  	  
	  		  	Your Signature:	  	  

		  		  		  		  	(Sign exactly as your name appears on the other side of this Note)


 

					
	Signature Guarantee:	 	  
	  	
		 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	  	


  
 A-19









  
 EXHIBIT B 

[FORM OF FACE OF EXCHANGE NOTE] 
 [Global Notes Legend] 
 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 COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS 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. 
 “THE TERMS OF THIS SECURITY ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, DATED NOVEMBER 3, 2010, BY AND AMONG CREDIT SUISSE, CAYMAN ISLANDS BRANCH AND GENERAL ELECTRIC CAPITAL
CORPORATION, EACH AS FIRST LIEN AGENT, THE BANK OF NEW YORK MELLON TRUST COMPANY , N.A., AS TRUSTEE AND THE OTHER PARTIES THERETO FROM TIME TO TIME.” 

  
 B-1









  
 [FORM OF EXCHANGE NOTE]

  

			
	No.	 	$                    


9.875% Second-Priority Senior Secured Note due 2018 
 QUALITY DISTRIBUTION, LLC, a Delaware limited liability company and QD CAPITAL CORPORATION, a Delaware corporation, jointly and severally promises to pay to Cede & Co., or registered assigns, the
principal sum set forth on the Schedule of Increases or Decreases in Global Security attached hereto on November 3, 2018. 

Interest Payment Dates: May 1 and November 1, commencing 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. 

  
 B-2









  
 IN WITNESS WHEREOF,
the parties have caused this instrument to be duly executed. 
  

					
	QUALITY DISTRIBUTION, LLC
		
	By:	 	  

		 	Name:	 	[    ]
		 	Title:	 	[    ]
	
	QD CAPITAL CORPORATION
		
	By:	 	  

		 	Name:	 	[    ]
		 	Title:	 	[    ]


 Dated: 

 

	*/	If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned “TO BE ATTACHED TO GLOBAL SECURITIES -
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.” 


  
 B-3









   
 
 
	
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee, certifies that this is one
of the Notes referred to in the Indenture.


  

			
	By:	 	  

		 	 Authorized Signatory



  
 B-4









  
 [FORM OF REVERSE SIDE
OF EXCHANGE NOTE] 
 9.875% Second-Priority Senior Secured Note Due 2018 

1. Interest 
 QUALITY
DISTRIBUTION LLC, a Delaware limited liability company and QD CAPITAL CORPORATION, a Delaware corporation (such entities, and their successors and assigns under the Indenture hereinafter referred to, being herein called the
“Issuers”), promise to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuers shall pay interest semiannually on May 1 and November 1 of each year (each an “Interest
Payment Date”), commencing May 1, 2011. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from November 3,
2010, until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful. 
 2. Method of Payment 

The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered holders at the close of business
on April 15 or October 15 (each a “Record Date”) next preceding the Interest Payment Date even if Notes are canceled after the Record Date and on or before the Interest Payment Date (whether or not a Business Day). Holders
must surrender Notes to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the 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 depositary. The Issuers shall make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest
may be made by mailing a check to the registered address of each holder thereof; provided, however, that payments on the Notes may also be made, in the case of a holder of at least $1,000,000 aggregate principal amount of Notes, 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 Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
 3.
Paying Agent and Registrar 
 Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”),
will act as Paying Agent and Registrar. The Issuers may appoint and change any Paying Agent or Registrar without notice. The QD LLC or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 

  
 B-5









  
 4. Indenture 

The Issuers issued the Notes under an Indenture dated as of November 3, 2010 (the “Indenture”), among the Issuers,
the Guarantors 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 “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the holders (as defined in the
Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 
 The Notes are
second-priority senior secured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes
or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the
Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, Incur Indebtedness, enter into consensual restrictions upon the payment of certain
dividends and distributions by the Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales.
The Indenture also imposes limitations on the ability of each Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers 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 the Guaranteed
Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture. 

5. Optional Redemption 

On or after November 1, 2014, the Issuers may redeem the Notes at its option, in whole at any time or in part from time to time, upon
not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid
interest and additional interest, if any, to the 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 12-month period commencing
on November 1 of the years set forth below: 
  

					
	 Period
	  	Redemption Price	 
	 2014
	  	 	104.938	% 
	 2015
	  	 	102.469	% 
	 2016 and thereafter
	  	 	100.000	% 


  
 B-6









  
 In addition, prior to
November 1, 2014 the Issuers may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each holder’s registered
address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, 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). 
 During
any twelve-month period prior to November 1, 2014, the Issuers may redeem up to 10% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) at a redemption price of 103%, plus
accrued and unpaid interest and additional interest, if any, to the 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). 

Notwithstanding the foregoing, at any time and from time to time on or prior to November 1, 2013, the Issuers may redeem in the
aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by QD LLC or (2) by any direct
or indirect parent of QD LLC to the extent the net cash proceeds thereof are contributed to the common equity capital of QD LLC or are used to purchase Capital Stock (other than Disqualified Stock) of QD LLC, at a redemption price (expressed as a
percentage of principal amount thereof) of 109.875%, plus accrued and unpaid interest and Additional Interest, if any, to the 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); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such
redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes being
redeemed and otherwise in accordance with the procedures set forth in the Indenture. 
 6. Mandatory Redemption 

Except as set forth in the Indenture, the Issuers shall not be required to make mandatory redemption or sinking fund payments with respect
to the Notes. 
 7. Notice of Redemption 
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at his, her or its registered address.
Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the
redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Notes (or such portions thereof) called for redemption.


  
 B-7









  
 8. Repurchase of Notes at the
Option of the Holders upon Change of Control and Asset Sales 
 Upon the occurrence of a Change of Control, each holder shall
have the right, subject to certain conditions specified in the Indenture, to cause the Issuers to repurchase all or any part of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the date of repurchase (subject to the right of the 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. 
 In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Notes
upon the occurrence of certain events. 
 9. Ranking and Collateral 

These Notes and the Guarantees will be secured by a second-priority security interest in the Collateral pursuant to certain Security
Documents. The Second Priority Liens upon any and all Collateral are, to the extent and in the manner provided in the Intercreditor Agreement, subordinate in ranking to all present and future First Priority Liens and will be of equal ranking with
all present and future Liens securing Other Second-Lien Obligations as set forth in the Intercreditor Agreement. 
 10. Denominations;
Transfer; Exchange 
 The Notes are in registered form, without coupons, in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. A holder shall register the transfer of or exchange of Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note
to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to a selection of Notes to be redeemed. 
 11. Persons Deemed Owners 
 The registered holder of this Note shall be
treated as the owner of it for all purposes. 
 12. Unclaimed Money 

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back
to the Issuers at their written request unless an abandoned property law designates another Person. After any such payment, the holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying
Agent shall have no further liability with respect to such monies. 

  
 B-8









  
 13. Discharge and Defeasance

 Subject to certain conditions, the Issuers at any time may terminate some of or all its obligations under the Notes and the
Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be. 
 14. Amendment; Waiver 
 Subject to certain exceptions set forth in the
Indenture, (i) the Indenture or the Notes may be amended with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes and (ii) any past default or compliance with any provisions may
be waived with the written consent of the holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any holder, the Issuers and the Trustee may amend
the Indenture, the Security Documents, the Intercreditor Agreement or the Notes (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor (with respect to an Issuer) of the obligations
of an Issuer under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Holdco or Successor (with respect to any Restricted Subsidiary that is a Guarantor), as the case may be, of the obligations of a Guarantor under
the Indenture and the Security Documents; (iv) to add a Guarantor with respect to the Notes pursuant to Section 4.11 of the Indenture; (v) to provide for uncertificated Notes in addition to or in place of certificated Notes
(provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (vi) to
conform the text of the Indenture, the Notes, the Security Documents or the Intercreditor Agreement to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the
“Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes, the Security Documents or the Intercreditor Agreement; (vii) to add Collateral to secure the Notes; (viii) to add
additional covenants of the Issuers for the benefit of the holders or to surrender rights and powers conferred on the Issuers; (ix) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture
under the TIA; (x) to make any change that does not adversely affect the rights of any holder; (xi) to provide for the issuance of the Exchange Notes or Additional Notes; (xii) to release Collateral as permitted by the Indenture or
the Intercreditor Agreement; or (xiii) to add additional secured creditors holding Other Second-Lien Obligations so long as such obligations are not prohibited by the Indenture or the Security Documents. 

15. Defaults and Remedies 

If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of QD
LLC) and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes, in each case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes
to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of QD LLC occurs, the principal of, premium, if any, and interest on all the Notes shall become 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. 

  
 B-9









  
 If an Event of Default
occurs and is continuing, the Trustee shall 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 unless such holders have offered to the Trustee indemnity or security
satisfactory to the Trustee against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder may pursue any remedy
with respect to the Indenture or the Notes unless (i) such holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the holders of at least 30% in principal amount of the outstanding Notes have requested
the Trustee in writing to pursue the remedy, (iii) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity and (v) the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
Subject to certain restrictions, the holders of a majority in principal amount of the 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 or that would
involve the Trustee in personal liability. Prior to taking any action under the Indenture, 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. 
 16. Trustee Dealings with the Issuer 
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and
collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. 
 17. No Recourse Against Others 
 No director, officer, employee,
incorporator or holder of any equity interests in an Issuer or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of an Issuer or any Guarantor under the Notes, the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. 

  
 B-10









  
 18. Authentication 

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note. 
 19. Registration Rights Agreement 

The holder of this Note is entitled to the benefits of the Registration Rights Agreement dated November 3, 2010, among the Issuers,
the Guarantors and the Purchasers named therein. 
 20. Abbreviations 

Customary abbreviations may be used in the name of a holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 
 21. Governing Law 
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 22. CUSIP Numbers; ISINs

 The Issuers have caused CUSIP numbers and ISINs to be printed on the Notes and has directed the Trustee to use CUSIP numbers
and ISINs in notices of redemption as a convenience to the holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon. 
 The Issuers will furnish to any holder of Notes upon written request and without
charge to the holder a copy of the Indenture which has in it the text of this Note. 

  
 B-11









  
 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 soc. sec.
or tax I.D. No.) 
 and irrevocably appoint
                     agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. 

 

									
	Date:	 	  
	 		 	Your Signature:	 	  



 
  
  

Sign exactly as your name appears on the other side of this Note. 
 Signature Guarantee: 
  

							
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee


  
 B-12









  
 [TO BE ATTACHED TO
GLOBAL SECURITIES] SCHEDULE OF INCREASES OR 
 DECREASES IN GLOBAL SECURITY 

The initial principal amount of this Global Note is $            . 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-13









  
 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or
4.08 (Change of Control) of the Indenture, check the box: 
 Asset Sale  ̈
                Change of Control  ̈ 
 If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any
integral multiple of $1,000 in excess thereof): 
 $ 

 

									
	Date:	  	  
	  		  	Your Signature:	  	  

		  		  		  		  	(Sign exactly as your name appears on the other side of this Note)


 

					
	Signature Guarantee:	 	  
	  	
		 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	  	


  
 B-14









  
 EXHIBIT C 

[FORM OF] 

TRANSFEREE LETTER OF REPRESENTATION 
 [Quality Distribution, LLC] 
 [QD Capital Corporation] 

c/o The Bank of New York Mellon Trust Company, N.A. 
 [    ] 
 Ladies and Gentlemen: 

This certificate is delivered to request a transfer of $[            ]
principal amount of the 9.875% Second-Priority Senior Secured Notes due 2018 (the “Notes”) of Quality Distribution, LLC and QD Capital Corporation (together, the “Issuers”). 

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 $100,000 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 risks 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 two years after the later of the date of original issue and the last date on which either of the Issuers or any affiliate of such Issuer was the owner of
such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in rule 144A under the
Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to


  
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an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration statement under the Securities Act, in
each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the
resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional
“accredited investor” 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 Issuers 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 Issuers and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to
clause 1(b), 1(c) or 1(d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuers and the Trustee. 
  

			
	Dated:	 	  



 

			
	TRANSFEREE:	 	                             
                   ,


  

					
	By:	 	  




  
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 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE] 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of [            ], among [GUARANTOR] (the “New
Guarantor”), a subsidiary of QUALITY DISTRIBUTION, LLC, QUALITY DISTRIBUTION, LLC (or its successor), a Delaware limited liability company, and QD CAPITAL CORPORATION (or its successor), a Delaware corporation (together, the
“Issuers”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H : 
 WHEREAS the Issuers and certain Guarantors named therein have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the
“Indenture”) dated as of November 3, 2010, providing for the issuance of the Issuers’ Second-Priority Senior Secured Notes due 2018 ( the “Notes”), initially in the aggregate principal amount of
$225,000,000; 
 WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Issuers are required
to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers’ Obligations under the Notes and the Indenture pursuant to a Guarantee
on the terms and conditions set forth herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the
Issuers are 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 New Guarantor, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

 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, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the
benefit of such holders. 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. 
 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with
all existing guarantors (if any), to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other
applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a guarantor under the Indenture. 

  
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 3. Notices. All
notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture. 
 4.
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. 

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 6. Trustee Makes No Representation. The Trustee makes
no representation as to the validity or sufficiency of this Supplemental Indenture. 
 7. Counterparts. The parties may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 8. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 
 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. 

 

					
	 QUALITY DISTRIBUTION, LLC, 
 as an Issuer

		
	By:	 	  

		 	Name:	 	[    ]
		 	Title:	 	[    ]
	
	 QD CAPITAL CORPORATION,
 as an Issuer

		
	By:	 	  

		 	Name:	 	[    ]
		 	Title:	 	[    ]



  
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	 [NEW SUBSIDIARY GUARANTOR].,
 as a Guarantor

		
	By:	 	  

		 	Name:	 	[    ]
		 	 Title:
	 	[    ]
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity, but solely as Trustee
		
	By:	 	  

		 	 Name:
	 	[    ]
		 	 Title:
	 	[    ]



  
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