Indenture



 EXECUTION VERSION 

Exhibit 4.1 
  

 
  

 
 HECKMANN
CORPORATION 
 AND EACH OF THE GUARANTORS PARTY HERETO 
 9.875% SENIOR NOTES DUE 2018 
  

 
 INDENTURE

 Dated as of April 10, 2012 
  

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

 
  

 
  







 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture

Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	  (a)(2)
	  	7.10
	  (a)(3)
	  	N.A.
	  (a)(4)
	  	N.A.
	  (a)(5)
	  	7.10
	  (b)
	  	7.10
	  (c)
	  	N.A.
	 311(a)
	  	7.11
	  (b)
	  	7.11
	  (c)
	  	N.A.
	 312(a)
	  	2.05
	  (b)
	  	12.03
	  (c)
	  	12.03
	 313(a)
	  	7.06
	  (b)(1)
	  	N.A.
	  (b)(2)
	  	7.06; 7.07
	  (c)
	  	7.06; 12.02
	  (d)
	  	7.06
	 314(a)
	  	4.03;12.02; 12.05
	  (b)
	  	N.A.
	  (c)(1)
	  	12.04
	  (c)(2)
	  	12.04
	  (c)(3)
	  	N.A.
	  (d)
	  	N.A.
	  (e)
	  	12.05
	  (f)
	  	N.A.
	 315(a)
	  	7.01
	  (b)
	  	7.05; 12.02
	  (c)
	  	7.01
	  (d)
	  	7.01
	  (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	  (a)(1)(A)
	  	6.05
	  (a)(1)(B)
	  	6.04
	  (a)(2)
	  	N.A.
	  (b)
	  	6.07
	  (c)
	  	2.12
	 317(a)(1)
	  	6.08
	  (a)(2)
	  	6.09
	  (b)
	  	2.04
	 318(a)
	  	12.01
	  (b)
	  	N.A.
	  (c)
	  	12.01

 N.A. means not applicable. 

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








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE 1
 DEFINITIONS AND INCORPORATION
 BY REFERENCE
	   

  
   

			
	 Section 1.01
	  	Definitions	  	 	1	  
	 Section 1.02
	  	Other Definitions	  	 	21	  
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	 	22	  
	 Section 1.04
	  	Rules of Construction	  	 	22	  
	
	 ARTICLE 2
 THE NOTES
	   

  


			
	 Section 2.01
	  	Form and Dating	  	 	23	  
	 Section 2.02
	  	Execution and Authentication	  	 	23	  
	 Section 2.03
	  	Registrar and Paying Agent	  	 	24	  
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	 	25	  
	 Section 2.05
	  	Holder Lists	  	 	25	  
	 Section 2.06
	  	Transfer and Exchange	  	 	25	  
	 Section 2.07
	  	Replacement Notes	  	 	37	  
	 Section 2.08
	  	Outstanding Notes	  	 	37	  
	 Section 2.09
	  	Treasury Notes	  	 	37	  
	 Section 2.10
	  	Temporary Notes	  	 	38	  
	 Section 2.11
	  	Cancellation	  	 	38	  
	 Section 2.12
	  	Defaulted Interest	  	 	38	  
	 Section 2.13
	  	CUSIP Numbers	  	 	38	  
	
	 ARTICLE 3
 REDEMPTION AND PREPAYMENT
	   

  

			
	 Section 3.01
	  	Notices to Trustee	  	 	39	  
	 Section 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	 	39	  
	 Section 3.03
	  	Notice of Redemption	  	 	39	  
	 Section 3.04
	  	Effect of Notice of Redemption	  	 	40	  
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	 	40	  
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	 	41	  
	 Section 3.07
	  	Optional Redemption	  	 	41	  
	 Section 3.08
	  	Mandatory Redemption	  	 	42	  
	 Section 3.09
	  	Offer to Purchase by Application of Excess Proceeds	  	 	42	  
	
	 ARTICLE 4
 COVENANTS
	   

  


			
	 Section 4.01
	  	Payment of Notes	  	 	43	  
	 Section 4.02
	  	Maintenance of Office or Agency	  	 	44	  
	 Section 4.03
	  	Reports	  	 	44	  
	 Section 4.04
	  	Compliance Certificate	  	 	46	  
	 Section 4.05
	  	Taxes	  	 	46	  
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	 	46	  
	 Section 4.07
	  	Restricted Payments	  	 	46	  
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	50	  
	 Section 4.09
	  	Incurrence of Indebtedness and Issuance of Preferred Stock	  	 	52	  









							
	 	  	 	  	Page	 
			
	 Section 4.10
	  	Asset Sales	  	 	55	  
	 Section 4.11
	  	Transactions with Affiliates	  	 	57	  
	 Section 4.12
	  	Liens	  	 	58	  
	 Section 4.13
	  	Business Activities	  	 	58	  
	 Section 4.14
	  	Corporate Existence	  	 	59	  
	 Section 4.15
	  	Offer to Repurchase Upon Change of Control	  	 	59	  
	 Section 4.16
	  	Payments for Consent	  	 	60	  
	 Section 4.17
	  	Additional Note Guarantees	  	 	61	  
	 Section 4.18
	  	Designation of Restricted and Unrestricted Subsidiaries	  	 	61	  
	
	 ARTICLE 5
 SUCCESSORS
	   

  


			
	 Section 5.01
	  	Merger, Consolidation or Sale of Assets	  	 	62	  
	 Section 5.02
	  	Successor Corporation Substituted	  	 	63	  
	
	 ARTICLE 6
 DEFAULTS AND REMEDIES
	   

  


			
	 Section 6.01
	  	Events of Default	  	 	63	  
	 Section 6.02
	  	Acceleration	  	 	65	  
	 Section 6.03
	  	Other Remedies	  	 	65	  
	 Section 6.04
	  	Waiver of Past Defaults	  	 	65	  
	 Section 6.05
	  	Control by Majority	  	 	65	  
	 Section 6.06
	  	Limitation on Suits	  	 	66	  
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	 	66	  
	 Section 6.08
	  	Collection Suit by Trustee	  	 	66	  
	 Section 6.09
	  	Trustee May File Proofs of Claim	  	 	66	  
	 Section 6.10
	  	Priorities	  	 	67	  
	 Section 6.11
	  	Undertaking for Costs	  	 	67	  
	
	 ARTICLE 7
 TRUSTEE
	   

  


			
	 Section 7.01
	  	Duties of Trustee	  	 	67	  
	 Section 7.02
	  	Rights of Trustee	  	 	68	  
	 Section 7.03
	  	Individual Rights of Trustee	  	 	69	  
	 Section 7.04
	  	Trustee’s Disclaimer	  	 	70	  
	 Section 7.05
	  	Notice of Defaults	  	 	70	  
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	 	70	  
	 Section 7.07
	  	Compensation and Indemnity	  	 	70	  
	 Section 7.08
	  	Replacement of Trustee	  	 	71	  
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	 	72	  
	 Section 7.10
	  	Eligibility; Disqualification	  	 	72	  
	 Section 7.11
	  	Preferential Collection of Claims Against Company	  	 	72	  
	
	 ARTICLE 8
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	   

  


			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	72	  
	 Section 8.02
	  	Legal Defeasance and Discharge	  	 	72	  
	 Section 8.03
	  	Covenant Defeasance	  	 	73	  
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	 	73	  
	 Section 8.05
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	75	  









							
			
		  		  	 	Page	  
			
	 Section 8.06
	  	Repayment to Company	  	 	75	  
	 Section 8.07
	  	Reinstatement	  	 	75	  
	
	 ARTICLE 9
 AMENDMENT, SUPPLEMENT AND WAIVER
	   

  


			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	 	76	  
	 Section 9.02
	  	With Consent of Holders of Notes	  	 	76	  
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	 	78	  
	 Section 9.04
	  	Revocation and Effect of Consents	  	 	78	  
	 Section 9.05
	  	Notation on or Exchange of Notes	  	 	78	  
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	 	78	  
	
	 ARTICLE 10
 NOTE GUARANTEES
	   

  


			
	 Section 10.01
	  	Guarantee	  	 	79	  
	 Section 10.02
	  	Limitation on Guarantor Liability	  	 	80	  
	 Section 10.03
	  	Execution and Delivery of Note Guarantee	  	 	80	  
	 Section 10.04
	  	Guarantors May Consolidate, etc., on Certain Terms	  	 	80	  
	 Section 10.05
	  	Releases	  	 	81	  
	
	 ARTICLE 11
 SATISFACTION AND DISCHARGE
	   

  


	 Section 11.01
	  	Satisfaction and Discharge	  	 	82	  
	 Section 11.02
	  	Application of Trust Money	  	 	83	  
	
	 ARTICLE 12
 MISCELLANEOUS
	   

  

			
	 Section 12.01
	  	Trust Indenture Act Controls	  	 	83	  
	 Section 12.02
	  	Notices	  	 	83	  
	 Section 12.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	 	85	  
	 Section 12.04
	  	Certificate and Opinion as to Conditions Precedent	  	 	85	  
	 Section 12.05
	  	Statements Required in Certificate or Opinion	  	 	85	  
	 Section 12.06
	  	Rules by Trustee and Agents	  	 	85	  
	 Section 12.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	85	  
	 Section 12.08
	  	Governing Law	  	 	86	  
	 Section 12.09
	  	No Adverse Interpretation of Other Agreements	  	 	86	  
	 Section 12.10
	  	Successors	  	 	86	  
	 Section 12.11
	  	Severability	  	 	86	  
	 Section 12.12
	  	Counterpart Originals	  	 	86	  
	 Section 12.13
	  	Table of Contents, Headings, etc.	  	 	86	  
	 Section 12.14
	  	Waiver of Jury Trial	  	 	86	  
	 Section 12.15
	  	Force Majeure	  	 	86	  

 EXHIBITS 
  

			
		
	Exhibit A	  	FORM OF NOTE
	Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	Exhibit E	  	FORM OF NOTATION OF GUARANTEE
	Exhibit F	  	FORM OF SUPPLEMENTAL INDENTURE








 INDENTURE dated as of April 10, 2012 among Heckmann Corporation, a Delaware
corporation, the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee. 
 The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9.875% Senior Notes due 2018 (including
any Exchange Notes issued in respect thereof, the “Notes”): 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION 
 BY REFERENCE 
 Section 1.01 Definitions. 

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

 “Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 

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

Acquired Debt shall be deemed to be incurred on the date the acquired Person becomes or merges with or into a Restricted Subsidiary.

 “Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
 “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,” 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; provided that
beneficial ownership of 20% or more of the Voting Stock of a Person (or 10% if such Person has a class of Capital Stock registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is subject to the reporting requirements of
Section 13(a) of the Exchange Act) will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative
meanings. 
 “Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent. 

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of: 

(1) 1.0% of the principal amount of the Note; or 







 (2) the excess of: (a) the present value at such redemption date of
(i) the redemption price of the Note at April 15, 2015 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through April 15, 2015
(excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note. 

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

“Asset Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any assets or rights by the Company or any of its Restricted Subsidiaries; provided that the sale, lease conveyance or other disposition of
all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.15 and 5.01 hereof and not by Section 4.10 hereof; and 

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or
any of its Restricted Subsidiaries of Equity Interests in any of the Company’s Subsidiaries. 
 Notwithstanding the
preceding, none of the following items will be deemed to be an Asset Sale: 
 (1) any single transaction or
series of related transactions that involves assets having a Fair Market Value of less than $5.0 million; 
 (2)
a transfer of assets between or among the Company and its Restricted Subsidiaries; 
 (3) an issuance of Equity
Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company; 

(4) the sale, lease or other transfer of products, services or accounts receivable in the ordinary course of business, the
sale, lease or other transfer of trucks and related equipment in the ordinary course of business and any sale or other disposition of used, redundant, damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment
or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as whole);

 (5) licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software or intellectual
property in the ordinary course of business; 
 (6) any surrender or waiver of contract rights or settlement,
release, recovery on or surrender of contract, tort or other claims in the ordinary course of business; 
 (7)
the granting of Liens not prohibited by Section 4.12 hereof; 
 (8) the sale or other disposition of cash or
Cash Equivalents; 







 (9) any release of intangible claims or rights in connection with the loss
or settlement of a bona fide lawsuit, dispute or other controversy; 
 (10) leases or subleases to third persons
not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries; and 
 (11) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; 

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; 

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing
members or the Board of Directors appointed by the members or managing members thereof; and 
 (4) with respect
to any other Person, the board or committee of such Person serving a similar function. 
 “Broker-Dealer” has
the meaning set forth in the Registration Rights Agreement. 
 “Business Day” means any day other than a Legal
Holiday. 
 “Capital Lease Obligation” means, at the time any determination is to be made, the amount of the
liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 

“Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the
case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 







 (3) in the case of a partnership or limited liability company, partnership
interests (whether general or limited) or membership interests; 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, 
 but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Cash Equivalents” means: 
 (1) United States dollars and the lawful currency of any other country where the Company owns or operates property or assets; 

(2) securities issued or directly and fully guaranteed or insured by the government of the United States or any member
state of the European Union or any agency or instrumentality thereof (provided that the full faith and credit of the United States or such member state of the European Union, as applicable, is pledged in support of those securities) having
maturities of not more than 12 months from the date of acquisition; 
 (3) certificates of deposit and time
deposit accounts including eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party
to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $100.0 million and a Thomson Bank Watch Rating of “B” or better; 

(4) repurchase obligations with a term of not more than seven days 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 having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within 12 months after the date of acquisition; and 

(6) investment or money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (5) of this definition. 
 “Change of Control” means the occurrence
of any of the following: 
 (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person (including any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act)); 
 (2) the adoption of a plan relating to
the liquidation or dissolution of the Company; 
 (3) the consummation of any transaction (including, without
limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company,
measured by voting power rather than number of shares; 







 (4) the Company consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of
such surviving or transferee Person (immediately after giving effect to such transaction); or 
 (5) the first
day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 

“Clearstream” means Clearstream Banking, S.A. 
 “Company” means Heckmann Corporation, and any and all successors thereto. 
 “Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 

(1) an amount equal to any extraordinary or non-recurring charges, expenses or losses, including in connection with an
Asset Sale, plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such charges, expenses or losses were deducted in computing such Consolidated Net Income; plus

 (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such
period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus  
 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus 

(4) the Transaction Costs for such period, to the extent that such Transaction Costs were deducted in computing such
Consolidated Net Income; plus  
 (5) any foreign currency translation losses (including losses related to
currency remeasurements of Indebtedness), and losses in connection with any Hedging Obligation to the extent that such losses were taken into account in computing such Consolidated Net Income; plus 

(6) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a
prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period, including (a) charges, provisions or adjustments for stock-based awards, and non-cash compensation expense including
non-cash charges arising from stock options, restricted stock or other equity incentive programs, and (b) any impairment charges or asset write-offs or write-downs related to intangible assets (including goodwill), lease terminations, and
long-lived assets pursuant to GAAP, to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus 







 (7) legal costs related to shareholder and securities litigation arising
from the acquisition of China Water & Drinks Inc., in an aggregate amount not to exceed $2.0 million in any fiscal year; plus 
 (8) non-recurring charges and expenses which have been reimbursed in cash by a third party, to the extent such charges and expenses were deducted in computing such Consolidated Net Income; plus

 (9) adjustments of the type included in the presentation of Adjusted EBITDA in the offering circular in
respect of the Notes dated April 4, 2012; plus 
 (10) costs (including legal costs) associated with
moving any Subsidiary to discontinued operations or the disposition thereof, to the extent such charges and expenses were deducted in computing such Consolidated Net Income; minus 

(11) any foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) and gains
in connection with any Hedging Obligation of such Person and its Restricted Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; minus 

(12) non-cash items increasing such Consolidated Net Income for such period (including reversal of earn-out liabilities
that, when incurred or modified, reduced Consolidated Net Income), other than the accrual of revenue in the ordinary course of business; minus 
 (13) an amount equal to any extraordinary or non-recurring gains, including in connection with an Asset Sale, to the extent such gains were included in computing such Consolidated Net Income; minus

 (14) non-cash gains associated with any write-up of goodwill pursuant to ASC 350, 

in each case, on a consolidated basis and determined in accordance with GAAP. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income
(loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect
of preferred stock dividends; provided that: 
 (1) all extraordinary gains or losses and all gains (or
losses) realized in connection with any Asset Sale or the disposition of securities or the early extinguishment of Indebtedness, together with any related provision for taxes on any such gain, will be excluded; 

(2) the net income or loss of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method
of accounting will be excluded, and the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person from any Person that is not a Restricted Subsidiary or that is accounted for by the
equity method of accounting will be included; 
 (3) for purposes of Section 4.07 hereof only, the net
income (but not loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of








 
determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; 
 (4) the cumulative effect of a change in accounting principles will be excluded; 
 (5) non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; and

 (6) goodwill and asset impairment charges pursuant to SFAS 142 and 144 will be excluded. 

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (i) total consolidated
secured Indebtedness of the Company and its Restricted Subsidiaries as of such date (excluding Indebtedness incurred pursuant to Section 4.09(b)(4) hereof), after giving effect to all Incurrences and repayments of Indebtedness on or about such
date, to (ii) Consolidated EBITDA of the Company for the most recent four consecutive fiscal quarters for which internal financial statements are available ending prior to such date, with such pro forma and other adjustments as are appropriate
and consistent with the pro forma and other adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been
cured or waived. 
 “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who: 
 (1) was a member of such Board of Directors on the date of this Indenture; or

 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 

“Corporate Trust Office of the Trustee” means the address of the Trustee specified in Section 12.02 hereof or such
other address as to which the Trustee may give notice to the Company. 
 “Credit Agreement” means that certain
Credit Agreement, dated as of April 10, 2012, by and among the Company and Wells Fargo Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto, including any related notes, Guarantees, collateral
documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means
of sales of debt securities) in whole or in part from time to time. 
 “Credit Facilities” means one or more
debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner
(whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 







 “Custodian” means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto. 
 “Default” means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto. 
 “Depositary” means, with respect to the
Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture. 
 “Disqualified Stock” means any Capital Stock that,
by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07
hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. 
 “Domestic
Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for
any Indebtedness of the Company. 
 “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 a public sale either (1) of Equity Interests of the Company by the Company (other than
Disqualified Stock and other than to a Subsidiary of the Company) or (2) of Equity Interests of a direct or indirect parent entity of the Company (other than to the Company or a Subsidiary of the Company) to the extent that the net proceeds
therefrom are contributed to the common equity capital of the Company. 
 “Euroclear” means Euroclear Bank,
S.A./N.V., as operator of the Euroclear system. 
 “Exchange Act” means the United States Securities Exchange
Act of 1934, as amended. 







 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights
Agreement. 
 “Exchange Registration Statement” has the meaning set forth in the Registration Rights Agreement.

 “Existing Indebtedness” means all Indebtedness of the Company and its Subsidiaries (other than Indebtedness
under the Credit Agreement) in existence on the date of this Indenture, including earn-out liabilities constituting Indebtedness, until such amounts are repaid. 
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party,
determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture). 

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated
EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior
to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (in accordance with
Regulation S-X under the Securities Act or in respect of Pro Forma Cost Savings) to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption
of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries
acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (in accordance with Regulation S-X under the Securities Act or in respect of Pro Forma Cost Savings) as if they
had occurred on the first day of the four-quarter reference period; 
 (2) the Consolidated EBITDA attributable
to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its
Restricted Subsidiaries following the Calculation Date; 







 (4) any Person that is a Restricted Subsidiary on the Calculation Date will
be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 
 (5) any Person
that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will 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 Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date
in excess of 12 months). 
 “Fixed Charges” means, with respect to any specified Person for any period, the
sum, without duplication, of: 
 (1) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging
Obligations in respect of interest rates, but excluding amortization and write-offs of debt issuance costs; plus 
 (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 

(3) any interest paid or accrued during the period on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or
any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company. 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Indenture. 
 “Global Note Legend” means
the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the
Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with
Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. 







 “Government Securities” means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 

“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, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). 

“Guarantors” means any Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of
this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture. 

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

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements
and interest rate collar agreements; 
 (2) other agreements or arrangements designed to manage interest rates or
interest rate risk; and 
 (3) other agreements or arrangements designed to protect such Person against
fluctuations in currency exchange rates or commodity prices. 
 “Holder” means a Person in whose name a Note is
registered. 
 “IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors.  
 “Immaterial Subsidiary” means, as of any date, any Restricted
Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial
Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company or any other Restricted Subsidiary. 
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 

(1) in respect of borrowed money; 
 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 

(3) in respect of banker’s acceptances; 

(4) representing Capital Lease Obligations; 







 (5) representing the balance deferred and unpaid of the purchase price of
any property or services due more than six months after such property is acquired or such services are completed; or 
 (6) representing any Hedging Obligations, 
 if and to the extent any of the preceding items (other
than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness
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. 

“Indenture” means this Indenture, as amended or supplemented from time to time. 

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

 “Initial Notes” means the first $250 million aggregate principal amount of Notes issued under this Indenture
on the date hereof. 
 “Initial Purchasers” means Jefferies & Company, Inc., Credit Suisse Securities
(USA) LLC, Wells Fargo Securities, LLC and Roth Capital Partners, LLC. 
 “Institutional Accredited Investor”
means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 
 “Investments” means with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or
other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made
an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third
Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of Section 4.07 hereof. Except as otherwise provided in this
Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to
remain 







 
closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such
payment for the intervening period. 
 “Letter of Transmittal” means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such
Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case,
after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset
or assets that were the subject of such Asset Sale and any reserve for adjustment, earn-out or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP. 

“Non-Recourse Debt” means Indebtedness: 

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise; and 

(2) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of
the Company or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary). 

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

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the
Notes, executed pursuant to the provisions of this Indenture. 
 “Notes” has the meaning assigned to it in the
preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 







 “Officer” means, with respect to any Person, the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of
whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, which opinion
meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company. 
 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect
to DTC, shall include Euroclear and Clearstream). 
 “Permitted Business” means any business that is the same
or similar, reasonably related, complementary or incidental to a water and environmental solutions industry or business. 

“Permitted Investments” means: 
 (1) any Investment in the Company or in a Restricted Subsidiary of the Company; 
 (2) any Investment in Cash Equivalents; 
 (3) any Investment by the
Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company, including as a result of the TFI Acquisition, or (b) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; 

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with Section 4.10 hereof; 
 (5) any acquisition of assets or Capital Stock solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 
 (6) any
Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes; 

(7) Investments represented by Hedging Obligations; 

(8) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary of
the Company in an aggregate principal amount not to exceed $2.5 million at any one time outstanding; 
 (9)
repurchases of the Notes; 







 (10) any guarantee of Indebtedness permitted to be incurred by
Section 4.09 hereof other than a guarantee of Indebtedness of an Affiliate of the Company that is not a Restricted Subsidiary of the Company; 
 (11) any Investment existing on, or made pursuant to binding commitments existing on, the date of this Indenture and any Investment consisting of an extension, modification or renewal of any Investment
existing on, or made pursuant to a binding commitment existing on, the date of this Indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the date
of this Indenture or (b) as otherwise permitted under this Indenture; 
 (12) Investments acquired after the
date of this Indenture as a result of the acquisition by the Company or any Restricted Subsidiary of the Company of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any of its Restricted
Subsidiaries in a transaction that is not prohibited by Section 5.01 hereof after the date of this Indenture 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 
 (13) other
Investments in any Person (other than an Affiliate of the Company that is not a Subsidiary of the Company) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding, not to exceed greater of (x) $25.0 million and (y) 3% of Total Assets. 

“Permitted Liens” means: 
 (1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations that was permitted to be incurred by Section 4.09(b)(1) or 4.09(b)(14)(a) hereof
and/or securing Hedging Obligations related thereto and/or securing Obligations with regard to Treasury Management Arrangements; 
 (2) Liens in favor of the Company or the Guarantors; 
 (3) Liens on
property of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in
existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Company or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Company or
is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; 
 (4) Liens
on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation
of, such acquisition; 
 (5) Liens to secure the performance of statutory obligations, insurance, surety or
appeal bonds, workers compensation obligations, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);








 (6) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by Section 4.09(b)(4) hereof covering only the assets acquired with or financed by such Indebtedness; 
 (7) Liens existing on the date of this Indenture; 
 (8) Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor; 
 (9) Liens imposed by law, such as
carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
 (10) survey exceptions, 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 property that were not incurred in connection with Indebtedness and that 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; 
 (11) Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees); 
 (12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this
Indenture; provided, however, that: 
 (a) the new Lien is limited to all or part of the same property and assets
that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the
outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing,
replacement, defeasance or discharge; 
 (13) Liens on insurance policies and proceeds thereof, or other
deposits, to secure insurance premium financings; 
 (14) filing of Uniform Commercial Code financing statements
as a precautionary measure in connection with operating leases; 
 (15) bankers’ Liens, rights of setoff,
Liens arising out of judgments or awards not constituting 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; 
 (16) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance,
discharge or redemption of Indebtedness; 







 (17) Liens on specific items of inventory or other goods (and the proceeds
thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods; 
 (18) grants of software and other technology licenses in the ordinary course of
business; 
 (19) 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; 
 (20) Liens securing Hedging Obligations
made in the ordinary course of business and not for speculation; provided that such Hedging Obligations are permitted under this Indenture; 
 (21) Liens to secure letters of credit issued pursuant to Section 4.09(b)(14)(a) hereof; provided if and to the extent such letters of credit are drawn upon, such drawing is reimbursed no later than
the tenth Business Day following a demand for reimbursement following payment on the letter of credit; and 

(22) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with
respect to obligations that do not exceed $15.0 million at any one time outstanding. 
 “Permitted Refinancing
Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the
Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums,
incurred in connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity date later
than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged
or (b) more than 90 days after the final maturity date of the Notes; 
 (3) if the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders
of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
 (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary of the Company that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged. 







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

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued
under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Pro Forma Cost
Savings” means, with respect to any four-quarter period, the reduction in net costs and expenses that: 

(1) were directly attributable to an acquisition, Investment, disposition, merger, consolidation or discontinued operation
or other specified action that occurred during the four-quarter period or after the end of the four-quarter period and on or prior to the Calculation Date and that would properly be reflected in a pro forma income statement prepared in accordance
with Regulation S-X under the Securities Act; 
 (2) were actually implemented prior to the Calculation Date in
connection with or as a result of an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified action and that are supportable and quantifiable by the underlying accounting records; or 

(3) relate to an acquisition, Investment, disposition, merger, consolidation or discontinued operation or other specified
action and that the Board of Directors of the Company reasonably determines are probable based upon specifically identifiable actions to be taken within 12 months of the date of the closing of the acquisition, Investment, disposition, merger,
consolidation or discontinued operation or specified action; 
 provided that the aggregate amount of cost savings added pursuant to
clauses (2) and (3) of this definition shall not exceed $10.0 million in any four-quarter period. 

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

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of April 10, 2012, among the
Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements
among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act. 
 “Regulation S” means Regulation S promulgated under the
Securities Act. 
 “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in
reliance on Rule 903 of Regulation S. 
 “Responsible Officer,” when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture. 







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

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

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary, and,
when used in respect of the Company, shall mean a Restricted Subsidiary of the Company whether or not so stated. 

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

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

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

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

“S&P” means Standard & Poor’s Ratings Group. 

“SEC” means the United States Securities and Exchange Commission. 

“Securities Act” means the United States Securities Act of 1933, as amended. 

“Shelf Registration” has the meaning set forth in the Registration Rights Agreement. 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined
in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 
 “Special Interest” has the meaning assigned to that term pursuant to the Registration Rights Agreement. The Company shall notify the Trustee no later than one Business Day prior to each
interest payment date on which Special Interest is required to be paid, which notice shall include the amount of Special Interest due together with a brief explanation of the event requiring the payment of such Special Interest. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such
interest or principal prior to the date originally scheduled for the payment thereof. 
 “Subsidiary” means,
with respect to any specified Person: 
 (1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to
vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and 







 (2) any partnership or limited liability company of which (a) 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, or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof). 
 “TFI Acquisition” means the acquisition of all of the outstanding Capital Stock of
TFI Holdings, Inc. by the Company. 
 “TIA” means the United States Trust Indenture Act of 1939, as amended (15
U.S.C. §§ 77aaa-77bbbb). 
 “Total Assets” means, with respect to any Person, the total
consolidated assets of such Person and its Restricted Subsidiaries as shown on (or determined from) the most recent internal balance sheet of such Person. 
 “Transaction Costs” means any legal, accounting, advisory and other costs, fees and expenses incurred by the Company or a Restricted Subsidiary in connection with (a) the TFI
Acquisition, (b) any other acquisitions or attempted acquisitions, (c) any Credit Facility, including any related amendments, waivers or consents thereto, or (d) the Notes, including any related amendments, waivers or consents,
including, in each case, relocation expenses, integration expense and compensation charges (including stay bonuses and severance expenses) incurred in respect thereof. 
 “Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit
or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

 “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United
States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if
such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 15, 2015; provided, however, that if the period from the redemption
date to April 15, 2015, 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 Bank of New York Mellon Trust Company, N.A., until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted
Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 







 “Unrestricted Global Note” means a Global Note that does not bear and is
not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means China Water &
Drinks, Inc. and any other Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Company, and any Subsidiary of an Unrestricted
Subsidiary, but only to the extent that such Subsidiary: 
 (1) has no Indebtedness other than Non-Recourse Debt;

 (2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company; 
 (3) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person
to achieve any specified levels of operating results; and 
 (4) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 
 “U.S.
Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
 “Voting
Stock” of any specified 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 at any date, the number of years obtained by
dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by 
 (2) the then outstanding principal amount of such
Indebtedness. 
 Section 1.02 Other Definitions. 
  

					
	 Term
	  	Defined
in
Section	 
		
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Authentication Order”
	  	 	2.02	  
	 “Change of Control Offer”
	  	 	4.15	  
	 “Change of Control Payment”
	  	 	4.15	  









					
	 Term
	  	Defined
in
Section	 
		
	 “Change of Control Payment Date”
	  	 	4.15	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “DTC”
	  	 	2.03	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Paying Agent”
	  	 	2.03	  
	 “Permitted Debt”
	  	 	4.09	  
	 “Payment Default”
	  	 	6.01	  
	 “Purchase Date”
	  	 	3.09	  
	 “Registrar”
	  	 	2.03	  
	 “Restricted Payments”
	  	 	4.07	  

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

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

 The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 
 “indenture security Holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

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

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor
obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 

Section 1.04 Rules of Construction. 
 Unless the context otherwise requires: 
 (1) a term has the meaning
assigned to it; 
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP; 
 (3) “or” is not exclusive; 







 (4) “including” is not limiting; 

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

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

(7) provisions apply to successive events and transactions; and 

(8) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 
 Section 2.01
Form and Dating. 
 (a) General. The Notes and the Trustee’s certificate of authentication will be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000
and integral multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that
the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof. 
 Section 2.02 Execution and Authentication. 

At least one Officer must sign the Notes for the Company by manual or facsimile signature. 

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be
valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive
evidence that the Note has been authenticated under this Indenture. 







 The Trustee will, upon receipt of a written order of the Company signed by an Officer (an
“Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the
aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. 
 In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive, and, subject to
Section 7.01 hereof, shall be fully protected in relying upon: 
 (a) A copy of the resolution or resolutions of the Board
of Directors of the Company in or pursuant to which the terms and form of the Additional Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company
and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors of the Company, such
Officers’ Certificate; 
 (b) an executed supplemental indenture, if any; 

(c) an Officers’ Certificate delivered in accordance with Section 12.04 hereof; and 

(d) an Opinion of Counsel which shall state: 
 (1) that the form and terms of such Notes have been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors of the Company in accordance with Section 2.01
hereof and in conformity with the provisions of this Indenture; 
 (2) that such Notes, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly authorized, delivered and constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and

 (3) that all conditions precedent in respect of the execution and delivery by the Company of such Notes have
been complied with. 
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. 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 an Agent to deal with
Holders or an Affiliate of the Company. 
 Section 2.03 Registrar and Paying Agent. 

The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party 







 
to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar. 
 The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary
with respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to
act as Custodian with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes. 
 Section 2.05 Holder Lists. 
 The Trustee will preserve in as current a
form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA §312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and
the Company shall otherwise comply with TIA §312(a). 
 Section 2.06 Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of
the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. A Global Note is exchangeable for
Definitive Notes if: 
 (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the
Depositary; 
 (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or 







 (3) there has occurred and is continuing a Default or Event of Default with
respect to the Notes. 
 Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of,
and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph
(1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in
the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and
exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

(A) both: 
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
 (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 

(B) both: 
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in
an amount equal to the beneficial interest to be transferred or exchanged; and 







 (ii) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 
 Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt
by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted
Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives
the following: 
 (A) if the transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and 
 (C) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in
an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an
exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who
is an affiliate (as defined in Rule 144) of the Company; 
 (B) such transfer is effected pursuant to the Shelf
Registration in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Registration Statement in accordance with the Registration Rights Agreement; or 







 (D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in a form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to
subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for
Definitive Notes. 
 (1) Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form
of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item
(2)(a) thereof; 
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred
pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 







 (E) if such beneficial interest is being transferred to an Institutional
Accredited Investor 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 to the effect set forth in Exhibit B hereto, including
the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; 
 (F)
if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein. 
 (2) Beneficial Interests in Restricted Global
Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if: 
 (A) such exchange or transfer is
effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 

(B) such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement;

 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Registration Statement in accordance
with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

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







 (ii) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable
Procedures so require, an Opinion of Counsel in a form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (3)
Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the
applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of
such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a
Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest
in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item
(1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 







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

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor 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 to the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable; 
 (F) if such Restricted Definitive Note is
being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note,
in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the
Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in
the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement; 

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Registration Statement in accordance with the
Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

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







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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an
Opinion of Counsel in a form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee will 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 exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs
(2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e),
the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must 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 must provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
 (1)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar
receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

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







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

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

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of
the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
 (B) any
such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such
Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set
forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in a form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company
will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
 (1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange
Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule
144) of the Company; and 







 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to
the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company. 
 Concurrently
with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons
designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture. 
 (1) Private Placement
Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note
(and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 
 THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (B) IT IS
A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PERSONS IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, OR
(C) IT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT
TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE 







 
MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES
ACT.” 
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN 







 
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased
accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global
Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (3) The Registrar will not be required to register the transfer of or
exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (5) Neither the Registrar nor the Company will be required: 
 (A)
to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on
the day of selection; 
 (B) to register the transfer of or to exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part; or 







 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer
of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all
other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02
hereof. 
 (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar
pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07
Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. 
 Every replacement Note is an
additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section 2.08 Outstanding Notes. 
 The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than
the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will
cease to accrue interest. 
 Section 2.09 Treasury Notes. 
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person








 
directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
 Section 2.10 Temporary Notes. 
 Until certificates representing Notes
are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

 Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 

Section 2.11 Cancellation. 
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes (subject to the record retention requirements of the Exchange
Act). Certification of the disposal of all canceled Notes will be delivered to the Company upon the Company’s written request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for
cancellation. 
 Section 2.12 Defaulted Interest. 
 If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of such interest to be paid. 
 Section 2.13 CUSIP Numbers.

 The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify
the Trustee in writing of any change in the “CUSIP” numbers. 







 ARTICLE 3 
 REDEMPTION AND PREPAYMENT 
 Section 3.01 Notices to Trustee. 

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the
Trustee, at least 35 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth: 
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 
 (2) the redemption date; 
 (3) the principal amount of Notes to be
redeemed; and 
 (4) the redemption price. 
 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 
 If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis (or, in the case of Notes issued in global form pursuant to Article 2
hereof, by lot or such other method the Depositary deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements. 
 In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to
the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note
selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes
of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 Section 3.03 Notice of Redemption.

 Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date,
the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption
date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. 
 The notice will identify the Notes to be redeemed and will state: 

(1) the redemption date; 







 (2) the redemption price; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after
the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

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

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

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and 
 (8) that no representation is made
as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At the
Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption. 
 Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 

Section 3.05 Deposit of Redemption or Purchase Price. 
 One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, accrued interest
and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased. 
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for
redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof. 







 Section 3.06 Notes Redeemed or Purchased in Part. 

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the
Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. 
 Section 3.07 Optional Redemption. 
 (a) At any time prior to
April 15, 2015, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to
109.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Special Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the
relevant interest payment date), with the net cash proceeds of an Equity Offering by the Company; provided that: 
 (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption; and 
 (2) the redemption occurs within 45 days of the date of the closing of such
Equity Offering. 
 (b) At any time prior to April 15, 2015, the Company may on any one or more occasions redeem all or a
part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest,
if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. 
 (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to April 15, 2015. 

(d) On or after April 15, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than
30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of
redemption, if redeemed during the twelve-month period beginning on April 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	 Year
	  	Percentage	 
	 2015
	  	 	104.938	% 
	 2016
	  	 	102.469	% 
	 2017 and thereafter
	  	 	100.000	% 

 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable redemption date. 
 (e) Any redemption pursuant to this
Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 







 Section 3.08 Mandatory Redemption. 

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

Section 3.09 Offer to Purchase by Application of Excess Proceeds. 
 In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the
procedures specified below. 
 The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at
least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the
termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata
basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 
 If the Purchase Date
is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such
record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 Upon
the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders
to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
 (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 

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

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

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer will cease to accrue interest after the Purchase Date; 
 (5) that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof; 
 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to
the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 







 (7) that Holders will be entitled to withdraw their election if the Company,
the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the
Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari
passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes
in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and 
 (9)
that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the
case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase
Date. 
 To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 3.09, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.09 by virtue of such compliance. 

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof. 
 ARTICLE 4 

COVENANTS 
 Section 4.01
Payment of Notes. 
 The Company will pay or cause to be paid the principal of, premium on, if any, interest and Special
Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, interest and Special Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due 







 
date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Company will pay
all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the
Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any (without regard to any applicable grace period), at the
same rate to the extent lawful. 
 Section 4.02 Maintenance of Office or Agency. 

The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The
Company will 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 Company fails to maintain any such required office or agency or fails 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. 
 The Company 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 will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof. 

Section 4.03 Reports. 
 (a) So long as any Notes are outstanding, the Company will furnish to the Holders of the Notes and the Trustee within the time periods specified in the SEC’s rules and regulations for filing of
periodic reports (x) for any period for which the Company is required to file periodic reports with the SEC, copies of such reports, and (y) for any period for which the Company is not required to file such reports: 

(1) quarterly and annual reports containing substantially all of the information that would be required to be filed with
the SEC on Forms 10-Q and 10-K if the Company were required to file such reports (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual reports, audited
financial statements prepared in accordance with GAAP as in effect from time to time and, with respect to quarterly reports, unaudited quarterly financial statements prepared in accordance with GAAP as in effect from time to time and reviewed
pursuant to Statement on Auditing Standards No. 100 (or any successor provision); and 
 (2) current reports
containing substantially all of the information that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports; 







 
provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such information is not material to the Holders or
Notes or the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole. 
 Notwithstanding the foregoing clause (y), in no event will the Company be required by this Indenture to (i) comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or
related Items 307 and 308 of Regulation S-K, Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures) or Regulation G, (ii) include the separate financial information for Guarantors or other entities contemplated by
Rule 3-10 and/or Rule 3-16 of Regulation S-X, (iii) provide information in respect of Item 402 of Regulation S-K or (iv) provide exhibits that would be required for such reports. 

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries that, individually or in the aggregate, would
constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a)(1) hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes
thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Company’s Unrestricted Subsidiaries. 
 (c) The availability of the foregoing
materials on the SEC’s EDGAR service (or any successor thereto) shall be deemed to satisfy the Company’s delivery obligation. 
 (d) Notwithstanding anything to the contrary in the foregoing, if at any time any such reports are not filed by the Company, or are not accepted by the SEC for any reason, for inclusion on the SEC’s
EDGAR service (or any successor thereto), the Company will post such reports on a website no later than the date the Company is required to provide those reports to the Trustee and the Holders of the Notes and maintain such posting for so long as
any Notes remain outstanding. Access to such reports on such website may be subject to a confidentiality acknowledgment; provided, that no other conditions, including password protection, may be imposed on access to such reports other than a
representation by the Person accessing such reports that it is the Trustee, a Holder of the Notes, a Beneficial Owner of the Notes, a bona fide prospective investor, a securities analyst or a market maker. 

(e) In addition, for any period in which the Company does not conduct an earnings conference call available to its public stockholders,
the Company will, for so long as any Notes remain outstanding, use its commercially reasonable efforts to hold and participate in quarterly conference calls with the Holders of the Notes, Beneficial Owners of the Notes, bona fide prospective
investors, securities analysts and market makers to discuss such financial information no later than ten Business Days after distribution of such financial information. 
 (f) Furthermore, the Company agrees that, for so long as any Notes remain outstanding, if at any time it is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, it
will furnish to the Holders of the Notes, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. 
 Delivery of such reports, information and documents to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officers’ Certificates) 







 Section 4.04 Compliance Certificate. 

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within
90 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2012, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions
and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, interest or Special Interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
 (b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 
 Section 4.05
Taxes. 
 The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.06 Stay, Extension and Usury Laws. 
 The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted. 
 Section 4.07 Restricted Payments. 

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

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other 







 
than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted
Subsidiary of the Company); 
 (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries and excluding the
purchase, repurchase or other acquisition of such 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 purchase, repurchase
or other acquisition), except a payment of interest or principal at the Stated Maturity thereof; or 
 (4) make
any Restricted Investment, 
 (all such payments and other actions set forth in these clauses (1) through (4) above
being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after giving effect to
such Restricted Payment: 
 (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment; 
 (2) the Company would, at the time of such Restricted Payment and
after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof; and 
 (3) such Restricted Payment, together with the
aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (10), (11) and (13) of
paragraph (b) of this Section 4.07), is less than the sum, without duplication, of: 
 (A) 50% of the
Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for
which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus  

(B) 100% of the aggregate net cash proceeds and the Fair Market Value of any marketable securities or other property
received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or
exchangeable Disqualified Stock of the Company or convertible or exchangeable debt securities of the Company, in each case that have been converted into 







 
or exchanged for Equity Interests of the Company (other than Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Subsidiary of the Company);
plus 
 (C) to the extent that any Restricted Investment that was made after the date of this Indenture is
(a) sold for cash or Cash Equivalents or otherwise cancelled, liquidated or repaid for cash or Cash Equivalents, or (b) made in an entity that subsequently becomes a Restricted Subsidiary of the Company, the initial amount of such
Restricted Investment (or, if less, the amount of cash or Cash Equivalents received upon repayment or sale); plus 
 (D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture, the Fair
Market Value of the Company’s Restricted Investment in such Subsidiary as of the date of such redesignation; plus 
 (E) all dividends, interest, repayments of loans or advances, intercompany loan payments or other distributions received in cash or Cash Equivalents by the Company or a Restricted Subsidiary of the
Company after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends, payments or distributions were not otherwise included in the Consolidated Net Income of the Company for such period.

 (b) The provisions of Section 4.07(a) hereof will not prohibit: 

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Company; provided that the
amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Equity Interests for purposes of Section 4.07(a)(3)(B) hereof and will not be considered to be net cash proceeds
from an Equity Offering for purposes of Section 3.07 of this Indenture; 
 (3) the payment of any dividend
(or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 

(4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or
any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; 

(5) so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, 







 
director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement;
provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.5 million in any twelve-month period; provided further that the Company may carry over and make in
subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, up to $2.5 million of unutilized capacity under this clause (5) attributable to the immediately preceding twelve-month period; 

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity
Interests represent a portion of the exercise price of those stock options; 
 (7) so long as no Default or Event
of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary of the
Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; 
 (8) so long as no Default or Event of Default has occurred and is continuing, the repurchase by the Company or any Restricted Subsidiary of Equity Interests of the Company in accordance with any stock
repurchase program authorized by the Board of Directors of the Company not to exceed $3.0 million in any twelve-month period; provided, that the Company may carry over and make in subsequent twelve-month periods, in addition to the amounts
permitted for such twelve-month period, up to $3.0 million of unutilized capacity under this clause (8) attributable to the immediately preceding twelve-month period; provided further, that, at the time of any such purchase the Company
would be able to incur $1.00 of Indebtedness pursuant to Section 4.09(a) hereof; 
 (9) payments or
distributions to shareholders exercising appraisal or discount rights pursuant to applicable law pursuant to or in connection with a merger, consolidation or transfer of all or substantially all of the Company’s or its Restricted
Subsidiaries’ assets that complies with the provisions of this Indenture; 
 (10) in the event of a Change
of Control, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of Indebtedness of the Company or any Guarantor that is subordinated or junior
in right of payment to the Notes or the Note Guarantee of such Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon; provided that all
Notes tendered by holders in connection with a Change of Control Offer have been repurchased, redeemed or acquired for value; 
 (11) in the event of an Asset Sale which requires the Company to make an Asset Sale Offer, and if no Default or Event of Default shall have occurred and be continuing, the payment, purchase, redemption,
defeasance or other acquisition or retirement of Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Note Guarantee of such Guarantor, in each case, at a purchase price not greater than
100% of the principal amount of such Indebtedness, plus any accrued and unpaid interest thereon; provided that all Notes tendered by Holders in connection with an Asset Sale Offer have been repurchased, redeemed or acquired for value;








 (12) the purchase, redemption, acquisition, cancellation or other retirement
for a nominal value per right of any rights granted to all the holders of the Company’s Capital Stock pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover practices;
provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights shall not be for the purpose of evading the limitations of this covenant (as determined in good faith by the Board of Directors of the
Company); 
 (13) payments of cash, dividends, distributions, advances or other Restricted Payments by the
Company or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person;
and 
 (14) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments
in an aggregate amount not to exceed $25.0 million since the date of this Indenture. 
 The amount of all Restricted Payments
(other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Trustee;
provided that, in lieu thereof, in the case of assets or securities of $20.0 million or less, such determination may be made by the Chief Financial Officer of the Company as set forth in a certificate delivered to the Trustee. The
determination of the Board of Directors of the Company must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $30.0 million. 

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
 (1)
pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the
Company or any of its Restricted Subsidiaries; 
 (2) make loans or advances to the Company or any of its
Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or
restrictions existing under or by reason of: 
 (1) agreements governing Existing Indebtedness and Credit
Facilities as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements,
modifications, renewals, supplements, refundings, replacements or 







 
refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this
Indenture; 
 (2) this Indenture, the Notes and the related Note Guarantees, and the Exchange Notes and the
related Note Guarantees; 
 (3) agreements governing other Indebtedness permitted to be incurred under
Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that (except with respect to Indebtedness incurred pursuant to clause
(16) of Section 4.09(b) hereof) the restrictions therein are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees; 

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

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be
incurred; 
 (6) customary non-assignment provisions in contracts and licenses entered into in the ordinary
course of business; 
 (7) purchase money obligations for property acquired in the ordinary course of business
and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (4) of Section 4.09(b) hereof; 

(8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending such sale or other disposition; 
 (9) Permitted Refinancing Indebtedness;
provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced; 
 (10) Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit
the right of the debtor to dispose of the assets subject to such Liens; 
 (11) provisions limiting the
disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted
Investment) entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and 

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







 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and
will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur
Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s 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 such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, 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 the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. 

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”): 
 (1) the incurrence by the Company and any Guarantor of
additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $150.0 million and (ii) the amount of secured Indebtedness that could be incurred such that giving effect to such incurrence
the Consolidated Secured Leverage Ratio would be no greater than 2.0 to 1.0; for the most recent four-quarter period for which internal financial statements are available; 

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note
Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement; 

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease
Obligations, mortgage financings, project financings or purchase money obligations (including without limitation all or any part of the purchase price or cost of transportation assets including trucks, trailers and rail cars, used in the business of
the Company or any of its Restricted Subsidiaries); and, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in
the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or
discharge any Indebtedness incurred pursuant to this clause (4), not to exceed, at any one time outstanding, the greater of (i) $50.0 million and (ii) 10% of the Company’s Total Assets; 

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or
clauses (2), (3), (4), (5) or (16) of this Section 4.09(b); 







 (6) the incurrence by the Company or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 
 (A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment
in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 
 (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and
(2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, 
 will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted
Subsidiaries of shares of preferred stock; provided, however, that: 
 (A) any subsequent issuance or
transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and 

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted
Subsidiary of the Company, 
 will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted
Subsidiary that was not permitted by this clause (7); 
 (8) the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations in the ordinary course of business (including under Credit Facilities); 
 (9) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company to the extent that the guaranteed Indebtedness was permitted to be
incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu, as applicable,
to the same extent as the Indebtedness guaranteed; 
 (10) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business; 

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days; 







 (12) Indebtedness of a Restricted Subsidiary incurred and outstanding on or
prior to the date on which such Restricted Subsidiary was acquired by the Company or another Restricted Subsidiary (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions
pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of or was otherwise acquired by the Company or another Restricted Subsidiary); provided that the Company or such Restricted Subsidiary would have been able to incur
such Indebtedness at the time of such acquisition pursuant to Section 4.09(a) hereof; 
 (13) Indebtedness
arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any assets or property or
Capital Stock of a Restricted Subsidiary, and not exceeding the Fair Market Value of the consideration received by the Company or any Restricted Subsidiary in respect thereof; 

(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by letters of credit
(or guarantees thereof) entered into in the ordinary course of business to the extent that such letters of credit are (a) fully cash collateralized in an aggregate amount not to exceed $3.0 million or (b) not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following a demand for reimbursement following payment on the letter of credit; provided that such letters of credit shall not constitute Permitted Debt
pursuant to this clause (14) if they are issued in support of Indebtedness; 
 (15) any earn-out or similar
provision existing at the date of this Indenture or in connection with any Permitted Investment or Asset Sale; and 
 (16) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any one time outstanding,
including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $35.0 million. 

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical
terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

 For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of
Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are
first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. Indebtedness permitted by this covenant
need 







 
not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this
Section 4.09 permitting such Indebtedness. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with
the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred
stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is
included in Fixed Charges of the Company as accrued. 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 utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred; 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. Notwithstanding any other provision of this
Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency
values. 
 The amount of any Indebtedness outstanding as of any date will be: 

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

 (A) the Fair Market Value of such assets at the date of determination; and 

(B) the amount of the Indebtedness of the other Person. 
 Section 4.10 Asset Sales. 
 (a) The Company will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity
Interests issued or sold or otherwise disposed of; and 
 (2) at least 75% of the consideration received in the
Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: 

(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity
agreement that releases the Company or such Restricted Subsidiary from or indemnifies against further liability; 







 (B) any securities, notes or other obligations received by the Company or
any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash
Equivalents received in that conversion; and 
 (C) any stock or assets of the kind referred to in clauses
(2) or (4) of the next paragraph of this Section 4.10. 
 (b) Within 365 days after the receipt of any Net
Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: 
 (1) to repay Indebtedness and other Obligations under a Credit Facility that are secured by a Lien and, if the Indebtedness repaid is revolving credit Indebtedness that is permanently repaid, to
correspondingly reduce commitments with respect thereto; 
 (2) to acquire all or substantially all of the assets
of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 

(3) to make a capital expenditure; or 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a
Permitted Business. 
 Pending the final application of any Net Proceeds, the Company (or the applicable Restricted Subsidiary) may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within ten days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase, prepay or
redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be
purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or
redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be








 
prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee (or Depositary) will select the Notes and the applicable party shall select such
other pari passu Indebtedness to be purchased on a pro rata basis (subject to Applicable Procedures), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the
Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

(d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance. 

Section 4.11 Transactions with Affiliates. 
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”)
involving aggregate payments or consideration in excess of $2.5 million, unless: 
 (1) the Affiliate Transaction
is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 

(2) the Company delivers to the Trustee: 

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a); and

 (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $20.0 million, a resolution adopted by the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such
Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and 
 (C) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, the Company has received an opinion as to the
fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. 

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of
Section 4.11(a) hereof: 
 (1) any employment agreement, employee benefit plan (including any stock option
or stock purchase plan), officer or director indemnification agreement, employee or director compensation or fees or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and
payments pursuant thereto; 







 (2) transactions between or among the Company and/or its Restricted
Subsidiaries; 
 (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
 (4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Company or any of its
Restricted Subsidiaries; 
 (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company
to Affiliates of the Company; 
 (6) Restricted Payments that do not violate Section 4.07 hereof;

 (7) Permitted Investments (excluding Permitted Investments in Affiliates that are not the Company or a
Restricted Subsidiary); 
 (8) any transaction between or among the Company and any Restricted Subsidiary, on the
one hand, with Unrestricted Subsidiaries of the Company, on the other hand, including the provision of legal, administrative, accounting, appraisal or other services on substantially the same terms as provided to or by the Company and its Restricted
Subsidiaries; 
 (9) payment of consolidated taxes by the Company or a Restricted Subsidiary on behalf of
Unrestricted Subsidiaries; 
 (10) loans or advances to employees in the ordinary course of business not to
exceed $5.0 million in the aggregate at any one time outstanding; and 
 (11) any transaction which has been
determined, in the opinion of an independent accounting, appraisal or investment banking firm of national standing, to be fair, from a financial point of view, to the Company or the applicable Restricted Subsidiary. 

Section 4.12 Liens. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer
to exist any Lien of any kind securing Indebtedness, or trade payables on any asset now owned or hereafter acquired, except Permitted Liens. 

Section 4.13 Business Activities. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and
its Restricted Subsidiaries taken as a whole. 







 Section 4.14 Corporate Existence. 

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

 (1) its corporate (except as permitted by Section 5.01(1)(B) hereof) existence, and the corporate,
partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and 

(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries;
provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the
Notes. 
 Section 4.15 Offer to Repurchase Upon Change of Control. 

(a) Upon the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each
Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and
unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change
of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: 

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be
accepted for payment; 
 (2) the purchase price and the purchase date, which shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not tendered will continue to accrue interest; 

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

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the
third Business Day preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw
their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 







 (7) that Holders whose Notes are being purchased only in part will be issued
new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. 

(b) On the Change of Control Payment Date, the Company will, to the extent lawful: 

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

 (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes properly tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 
 The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce
the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
 (c)
Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to
Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. 
 (d)
Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of
Control at the time the Change of Control Offer is made. 
 Section 4.16 Payments for Consent. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or 







 
the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement. 
 Section 4.17 Additional Note Guarantees. 

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture,
then the Company will cause that newly acquired or created Domestic Subsidiary to provide a Note Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within
10 Business Days of the date on which it was acquired or created to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that
Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions); provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an
Immaterial Subsidiary; provided further that promptly upon completion of the TFI Acquisition, the Company shall cause TFI Holdings, Inc., Thermo Fluids Inc. and Heckmann Hydrocarbons Holdings Corporation to become Guarantors. The form of such
supplemental indenture is attached as Exhibit F hereto. 
 Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

 The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that
designation would not cause a Default; provided that in no event will all or substantially all of the businesses currently operated by Heckmann Water Resources (CVR), Inc. or Thermo Fluids Inc. be transferred to or held by an Unrestricted
Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will
be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined
by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. 
 Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an
Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if
such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such
designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period; and
(2) no Default or Event of Default would be in existence following such designation. 







 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 Merger, Consolidation or Sale of Assets. 

The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless: 
 (1) either: 

(A) the Company is the surviving corporation; or 

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia; and, if such entity is not a corporation, a
co-obligor of the Notes is a corporation organized or existing under any such laws; 
 (2) the Person formed by
or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this
Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; 

(3) immediately after such transaction, no Default or Event of Default exists; and 

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, (a) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or (b) would have had a Fixed Charge
Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Company immediately prior to such transaction. 
 In addition, the
Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 

This Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company
and one or more Guarantors. In addition, clauses (3) and (4) of this Section 5.01 will not apply to any merger or consolidation of the Company (a) with or into one of its Restricted Subsidiaries for any purpose or (b) with
or into an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction. 







 Section 5.02 Successor Corporation Substituted. 

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

ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01 Events of Default. 
 Each of the following is an “Event of Default”: 

(1) default for 30 days in the payment when due of interest and Special Interest, if any, on the Notes; 

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any,
on the Notes; 
 (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions
of Sections 4.10, 4.15 or 5.01 hereof; 
 (4) failure by the Company or any of its Restricted Subsidiaries for 60
days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in this Indenture (other than a default referred
to in clause (1), (2) or (3) of this Section 6.01); 
 (5) default under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default: 
 (A) is caused by a failure to pay principal of, premium on, if any, or interest if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such
default (a “Payment Default”); or 
 (B) results in the acceleration of such Indebtedness prior
to its express maturity, 







 and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; 

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of
competent jurisdiction aggregating, to the extent not covered by insurance, in excess of $20.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days; 

(7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 
 (A) commences a voluntary case, 
 (B) consents to the entry of an
order for relief against it in an involuntary case, 
 (C) consents to the appointment of a custodian of it or
for all or substantially all of its property, 
 (D) makes a general assignment for the benefit of its creditors,
or 
 (E) generally is not paying its debts as they become due; or 

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

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
 (B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute
a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would
constitute a Significant Subsidiary; or 
 (C) orders the liquidation of the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
 and the order or decree remains unstayed and in effect for 60 consecutive days; and 
 (9) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor,
or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. 







 Section 6.02 Acceleration. 

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof with respect to the Company, any
Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. 
 Upon any such declaration, the Notes shall become due and payable immediately. 

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

Section 6.03 Other Remedies. 
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, interest or Special Interest, if any, on the Notes
or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04 Waiver of Past Defaults. 
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes (including in connection with an offer to purchase);
provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon. 
 Section 6.05 Control by Majority. 

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







 Section 6.06 Limitation on Suits. 

No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 

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

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the
Trustee to pursue the remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee
security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 
 (4) the
Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority
over another Holder of a Note. 
 Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium on,
if any, interest or Special Interest, if any, on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee.

 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, if any, interest and Special Interest, if any, remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel. 
 Section 6.09 Trustee May File Proofs of Claim. 

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 







 
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in
any such proceeding. 
 Section 6.10 Priorities. 
 If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by
the Trustee and the costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and
unpaid on the Notes for principal, premium, if any, interest and Special Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest and
Special Interest, if any, respectively; and 
 Third: to the Company or to such party as a court of
competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10. 
 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 a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 
 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee. 
 (a) If an Event of Default has
occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs. 







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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

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

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee will not be
liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

 (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The
Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense. 
 (f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in
writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon 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 Officers’ Certificate or an
Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 







 (c) The Trustee may act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company. 

(f) The Trustee will 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 unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request or
direction. 
 (g) The Trustee shall not be required to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or
by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (h) In no event shall the Trustee 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 action. 
 (i) 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 or Event of Default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 

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

(k) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture. 
 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
Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 







 Section 7.04 Trustee’s Disclaimer. 

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium on, if any, interest or Special Interest, if any, 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 of the Notes. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 
 (a) Within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2). The Trustee will
also transmit by mail all reports as required by TIA §313(c). 
 (b) A copy of each report at the time of its mailing to
the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Company will promptly notify the Trustee when the
Notes are listed on any stock exchange. 
 Section 7.07 Compensation and Indemnity. 

(a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 

(b) The Company and the Guarantors, jointly and severally, will indemnify the Trustee against any and all losses, claims, damages,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company will not relieve the Company or any of 







 
the Guarantors of their obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the
Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 

(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee. 
 (d) To secure the Company’s and the Guarantors’
payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest or Special
Interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the
Trustee incurs expenses or renders services after an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
 (f) The Trustee will comply with the
provisions of TIA §313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 7.08. 
 (b) The Trustee may resign in writing at any
time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10 hereof;

 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly
appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed
by the Company. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 







 (e) If the Trustee, after written request by any Holder who has been a Holder for at least
six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders.
The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 

Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will
be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition. 
 This Indenture will always have a Trustee who
satisfies the requirements of TIA §310(a)(1), (2) and (5). The Trustee is subject to TIA §310(b). 
 Section 7.11
Preferential Collection of Claims Against Company. 
 The Trustee is subject to TIA §311(a), excluding any creditor
relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 
 Upon the Company’s
exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied 







 
(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses
(1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, interest or Special Interest, if any, on such Notes when such payments are due from
the trust referred to in Section 8.04 hereof; 
 (2) the Company’s obligations with respect to such
Notes under Article 2 and Section 4.02 hereof; 
 (3) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and 

(4) this Article 8. 
 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

Section 8.03 Covenant Defeasance. 
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof and clause (4) of
Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed
not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all
other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the
Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (6) and (9) hereof will not constitute Events of Default. 







 Section 8.04 Conditions to Legal or Covenant Defeasance. 

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of,
premium, if any, on, interest and Special Interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased
to such stated date for payment or to a particular redemption date; 
 (2) in the case of an election under
Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: 
 (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or 
 (B) 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 of the outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal 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 Legal Defeasance had not occurred; 

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant 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 Covenant Defeasance had not occurred; 
 (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such
deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings); 
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the
agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound; 

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the
Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 







 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions. 
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and
applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Special Interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company
from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in
a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance. 
 Section 8.06 Repayment to Company. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of,
premium on, if any, interest or Special Interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Special Interest, if any, has become due and payable shall be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
 Section 8.07
Reinstatement. 
 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the
Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium on, if any, interest or Special Interest, if any,
on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 







 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
 Section 9.01 Without Consent of Holders of Notes.

 Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees: 
 (1) to cure any
ambiguity, defect or inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (3) to provide for the assumption of the Company’s or a Guarantor’s obligations
to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; 
 (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; 

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the
TIA; 
 (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the
“Description of the Notes” section of the Company’s Offering Circular dated April 4, 2012, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended
to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; 

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of
the date hereof; or 
 (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee
with respect to the Notes. 
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing
the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or
supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02 With Consent
of Holders of Notes. 
 Except as provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the 







 
Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes,
if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional
Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are
considered to be “outstanding” for purposes of this Section 9.02. 
 Upon the request of the Company accompanied
by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or
any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes
then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections
3.09, 4.10 and 4.15 hereof); 
 (3) reduce the rate of or change the time for payment of interest, including
default interest, on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, premium
on, if any, interest or Special Interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default
that resulted from such acceleration); 







 (5) make any Note payable in money other than that stated in the Notes;

 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of
Holders of Notes to receive payments of principal of, premium, if any, on, interest or Special Interest, if any, on the Notes; 
 (7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof); 

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance
with the terms of this Indenture; or 
 (9) make any change in the preceding amendment and waiver provisions.

 Section 9.03 Compliance with Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect. 

Section 9.04 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

Section 9.05 Notation on or Exchange of Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon
receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make
the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 

Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to
Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture is authorized or permitted by this Indenture. 







 ARTICLE 10 
 NOTE GUARANTEES 
 Section 10.01 Guarantee. 

(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 

(1) the principal of, premium, if any, on, interest and Special Interest, if any, on the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Special Interest, if any, on, the Notes, if lawful, and all other obligations of the Company to
the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
 (2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. 
 Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

 (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity
or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that
it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether
or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Note Guarantee. 







 Section 10.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 

Section 10.03 Execution and Delivery of Note Guarantee. 
 To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be
endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 If an Officer whose signature is on
this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee
set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.17 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.17 hereof and this Article 10, to
the extent applicable. 
 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: 

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and 

(2) either: 
 (a) subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes
all the obligations of that Guarantor under its Note Guarantee, this Indenture and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee; or 







 (b) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof. 
 In case
of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the
Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered
to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of
such Note Guarantees had been issued at the date of the execution hereof. 
 Except as set forth in Articles 4 and 5 hereof, and
notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance
of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 
 Section 10.05
Releases. 
 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor,
by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released and
relieved of any obligations under the Note Guarantee; 
 (b) In the event of any sale or other disposition of Capital Stock of
any Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company and such Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or
other disposition, then such Guarantor will be released and relieved of any obligations under its Note Guarantee; 
 provided, in both
cases, that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an
Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee
will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. 
 (c) Upon designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any
obligations under its Note Guarantee. 







 (d) Upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. 
 Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, premium on, if any, interest and
Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge. 
 This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when: 
 (1) either: 
 (a) all Notes that have been authenticated, except
lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or 

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the
mailing of a notice of redemption or otherwise or will become due and payable within one year or called for redemption within one year pursuant to arrangements satisfactory to the Trustee, and the Company or any Guarantor has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, interest and Special Interest, if any, to the date of maturity or
redemption; 
 (2) in respect of subclause (b) of clause (1) of this Section 11.01, no Default or
Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in
each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or
any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in
each case the granting of Liens to secure such borrowings); 
 (3) the Company or any Guarantor has paid or
caused to be paid all sums payable by it under this Indenture; and 
 (4) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. 







 In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and
discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this
Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
 Section 11.02 Application of Trust Money. 
 Subject to the provisions
of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, interest and Special Interest, if any, for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium on, if any, interest or Special
Interest, if any, on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying
Agent. 
 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will
control. 
 Section 12.02 Notices. 
 Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt
requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 
 If
to the Company and/or any Guarantor: 
 Heckmann Corporation 

300 Cherrington Parkway 
 Suite 200 
 Coraopolis, PA 15108 







 Telephone No.: (412) 329-7275 

Facsimile No.: (412) 291-1983 
 Attention: Chief Legal Officer 
 If to the Trustee: 

The Bank of New York Mellon Trust Company, N.A. 
 525 William Penn Place, 38th Floor 
 Pittsburgh, PA 15259 

Facsimile No.: (412) 234-7535 
 Attention: Corporate Trust Administration 
 The Company, any Guarantor or the
Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery. 
 Any notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in
TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile
transmission or other similar unsecured electronic methods; provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen
signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company 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 Company 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 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is
duly given, whether or not the addressee receives it. 
 If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time. 







 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c). 
 Section 12.04 Certificate and
Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action under
this Indenture, the Company shall furnish to the Trustee: 
 (1) an Officers’ Certificate in form and
substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and 
 (2) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Section 12.05 Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §314(a)(4)) must comply with the
provisions of TIA §314(e) and must include: 
 (1) a statement that the Person making such certificate or
opinion has read such covenant or condition; 
 (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such
covenant or condition has been satisfied; and 
 (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been satisfied. 
 Section 12.06 Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules
and set reasonable requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will
have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees 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. The waiver may not be effective to waive liabilities under the federal securities laws. 







 Section 12.08 Governing Law. 

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 12.09 No Adverse Interpretation of Other Agreements. 
 This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

Section 12.10 Successors. 
 All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this
Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 
 Section 12.11 Severability.

 In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or impaired thereby. 
 Section 12.12 Counterpart
Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of
them together represent the same agreement. 
 Section 12.13 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.14 Waiver of Jury Trial. 
 EACH OF THE COMPANY, 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 TRANSACTIONS
CONTEMPLATED HEREBY. 
 Section 12.15 Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, 







 
including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
losses or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. 
 [Signatures on following page] 







 SIGNATURES 
 Dated as of April 10, 2012 
  

					
	HECKMANN CORPORATION
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Executive Vice President, Corporate Development and Chief Legal Officer
	
	HECKMANN WATER RESOURCES CORPORATION, as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HECKMANN WATER RESOURCES (CVR), INC., as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HECKMANN WATER RESOURCES (EXCALIBUR), INC., as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President










					
	1960 WELL SERVICES, LLC, as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President
	
	HEK WATER SOLUTIONS, LLC, as Guarantor
		
	By:	 	 /s/ Damian C. Georgino

		 	Name:	 	Damian C. Georgino
		 	Title:	 	Vice President










					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name:	 	Lawrence M. Kusch
		 	Title:	 	Vice President









 EXHIBIT A 
 [Face of Note] 
  
 CUSIP/CINS              

9.875% Senior Notes due 2018 
  

			
	No.             	 	$            

 HECKMANN CORPORATION 
 promises to pay to          or registered assigns, 

the principal sum of
                                         
                    DOLLARS on April 15, 2018. 
 Interest Payment Dates: April 15 and October 15 
 Record Dates: April 1 and
October 1 
 Dated:
                     
  

			
	HECKMANN CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,as Trustee
		
	By:	 	  

		 	Authorized Signatory

  
  







 [Back of Note] 
 9.875% Senior Notes due 2018 
 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise
indicated. 
 (1) INTEREST. Heckmann Corporation, a Delaware corporation
(the “Company”), promises to pay or cause to be paid interest on the principal amount of this Note at 9.875% per annum from
                    ,         until maturity and shall pay the Special Interest, if any, payable pursuant to
the Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on April 15 and October 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided
that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first
Interest Payment Date shall be                     ,         . The Company will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. 

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

(2) METHOD OF PAYMENT. The Company will pay interest on
the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 1 or October 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and
Special Interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest and Special Interest, if any, may be made by check mailed to the Holders
at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, interest and Special Interest, if any, on, all
Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. 
 (3) PAYING AGENT
AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar
without prior notice to the Holders of the Notes. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. 







 (4) INDENTURE. The Company issued the
Notes under an Indenture dated as of April 10, 2012 (the “Indenture”) among the Company, 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 TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 

(5) OPTIONAL REDEMPTION. 

(a) At any time prior to April 15, 2015, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 109.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and
Special Interest, if any, to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering by the Company;
provided that: 
 (i) at least 65% of the aggregate principal amount of Notes originally issued under the
Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
 (ii) the redemption occurs within 45 days of the date of the closing of such Equity Offering. 
 (b) At any time prior to April 15, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption
price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the
relevant record date to receive interest due on the relevant Interest Payment Date. 
 (c) Except pursuant to the
preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to April 15, 2015. 
 (d) On or after April 15, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on
April 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: 
  

					
	 Year
	  	Percentage	 
	 2015
	  	 	104.938	% 
	 2016
	  	 	102.469	% 
	 2017 and thereafter
	  	 	100.000	% 








 Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
 (6)
MANDATORY REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7) REPURCHASE AT THE OPTION OF
HOLDER. 
 (a) Upon the occurrence of a Change of Control, the Company will be required to
make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of
the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive
interest due on the relevant interest payment date (the “Change of Control Payment”). Within 20 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture. 
 (b) If the Company or a Restricted Subsidiary of the Company
consummates any Asset Sales, within 10 days of each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with the Indenture to purchase, prepay or redeem the
maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased,
prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption,
subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee (or Depositary) will select the Notes and the applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis (subject to
Applicable Procedures), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 

(8) NOTICE OF REDEMPTION. At least 30 days but not more
than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in
amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased. 







 (9) DENOMINATIONS, TRANSFER,
EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered Holder of a
Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may
be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default
or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting
as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in
place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to the Indenture, to make any
change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to comply with the requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA, to conform the text of the Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Offering Circular dated April 4,
2012, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Note Guarantees, which
intent may be evidenced by an Officers’ Certificate to that effect, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to
the Indenture and/or a Note Guarantee with respect to the Notes. 
 (12) DEFAULTS
AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest and Special Interest, if any, on, the Notes; (ii) default in the payment when due (at
maturity, upon redemption or otherwise) of the principal of, or premium on, if any, the Notes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10, 4.15 or 5.01 of the Indenture;
(iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to
comply with any of the other agreements in the Indenture; (v) default under certain other agreements relating to Indebtedness of the Company which default is a Payment Default or results in the acceleration of such Indebtedness prior to its
express maturity; (vi) failure by the 







 
Company or any of its Restricted Subsidiaries to pay certain final judgments, which judgments are not paid, discharged or stayed, for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as
permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or
any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to
the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal,
premium, if any, interest or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of
all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if
any, interest or Special Interest, if any, on, the Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is
required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
 (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
 (14) NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any
Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees 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. The waiver may not be effective to waive liabilities under the federal securities laws.

 (15) AUTHENTICATION. This Note will not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent. 
 (16)
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 right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 







 (17) ADDITIONAL RIGHTS OF
HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of April 10, 2012, among the Company, the
Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights
agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
 (18) CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE,
THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to: 
 Heckmann Corporation 
 Cherrington Parkway 
 Suite 200 
 Coraopolis, PA 15108 
 Tel: (412) 329-7275 

Attention: Chief Legal Officer 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’s legal name)

  
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
  

 
  

 
  

 
 (Print or type assignee’s
name, address and zip code) 
 and irrevocably appoint
                                         
                    to transfer this Note on the books of the Company. The agent may substitute another to act for him. 

Date:                      

 

							
		 		 	Your Signature:	 	  

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

				
	Signature Guarantee*:	 	  
	 		 	

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 Option of Holder to Elect Purchase 
 If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 

 ̈ Section 4.10
                     ̈ Section 4.15 

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the
Indenture, state the amount you elect to have purchased: 
 $         

Date:                      

 

							
		 		 	 Your Signature:	 	  

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



 

							
		 		 	Tax Identification No.:	 	  

				
	Signature Guarantee*:	 	  
	 		 	

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 








 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE 
 The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

									
	 Date of Exchange
	  	Amount of
decrease in
Principal Amount
of this Global Note	  	Amount of
increase
in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global 
Note
following such
decrease
(or increase)	  	Signature of
authorized officer
of Trustee or
Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Heckmann Corporation 

300 Cherrington Parkway 
 Suite 200 

Coraopolis, PA 15108 
 The Bank of New York
Mellon Trust Company, N.A. 
 525 William Penn Place, 38th Floor 
 Pittsburgh, PA 15259 
 Attention: Corporate Trust Administration 

Re: 9.875% Senior Notes due 2018 
 Reference is hereby made to the Indenture, dated as of April 10, 2012 (the “Indenture”), among Heckmann Corporation, as issuer (the “Company”), the Guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
                     , (the “Transferor”) owns and proposes to transfer the Note[s] or
interest in such Note[s] specified in Annex A hereto, in the principal amount of $        in such Note[s] or interests (the “Transfer”),
to                            (the “Transferee”), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act. 
 2.  ̈ Check if Transferee will take delivery of a
beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any
Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling 







 
efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
 3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to
any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive
Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a)  ̈ such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act; 
 or 
 (b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
 or 
 (c)  ̈ such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 

or 

(d)  ̈ such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) [if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than
$250,000,] an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Restricted Definitive Notes and in the Indenture and the Securities Act. 
 4.
 ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 







 (a)  ̈ Check if Transfer is pursuant to
Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture. 
 (b)  ̈ Check if Transfer
is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)
 ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities
Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

 

					
	  

		 	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



Dated:                    








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 
  

									
		 	(a)	  	 ̈	  	a beneficial interest in the:
					
		 		  	(i)	  	 ̈	  	144A Global Note (CUSIP            ), or
					
		 		  	(ii)	  	 ̈	  	Regulation S Global Note (CUSIP            ), or
					
		 		  	(iii)	  	 ̈	  	IAI Global Note (CUSIP            ); or
				
		 	(b)	  	 ̈	  	a Restricted Definitive Note.

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 
  

									
		 	(a)	  	 ̈	  	a beneficial interest in the:
					
		 		  	(i)	  	 ̈	  	144A Global Note (CUSIP            ), or
					
		 		  	(ii)	  	 ̈	  	Regulation S Global Note (CUSIP            ), or
					
		 		  	(iii)	  	 ̈	  	IAI Global Note (CUSIP            ); or
					
		 		  	(iv)	  	 ̈	  	Unrestricted Global Note (CUSIP            ); or
				
		 	(b)	  	 ̈	  	a Restricted Definitive Note; or
				
		 	(c)	  	 ̈	  	an Unrestricted Definitive Note,
		
		 	in accordance with the terms of the Indenture.








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Heckmann Corporation 

300 Cherrington Parkway 
 Suite 200 

Coraopolis, PA 15108 
 The Bank of New York
Mellon Trust Company, N.A. 
 525 William Penn Place, 38th Floor 
 Pittsburgh, PA 15259 
 Attention: Corporate Trust Administration 

Re: 9.875% Senior Notes due 2018 
 (CUSIP [    ]) 
 Reference is hereby made to the Indenture,
dated as of April 10, 2012 (the “Indenture”), among Heckmann Corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture. 

                    , (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $        in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange of
Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

(a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for
the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States. 







 (c)  ̈ Check if Exchange is from
Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 (d)  ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive
Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 

(a)  ̈ Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the
Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 
 (b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained
herein are made for your benefit and the benefit of the Company. 
  

					
	 	 	  

		 	[Insert Name of Transferor]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



Dated:                     







 EXHIBIT D 
 FORM OF CERTIFICATE FROM 
 ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Heckmann Corporation 
 300 Cherrington Parkway

 Suite 200 
 Coraopolis, PA 15108

 The Bank of New York Mellon Trust Company, N.A. 
 525 William Penn Place, 38th Floor 
 Pittsburgh, PA 15259 

Attention: Corporate Trust Administration 
 Re: 9.875% Senior Notes due 2018 
 Reference is hereby made to the
Indenture, dated as of April 10, 2012 (the “Indenture”), among Heckmann Corporation, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
 In connection with our
proposed purchase of $        aggregate principal amount of: 
 (a)  ̈ a beneficial interest in a Global Note, or 
 (b)
 ̈ a Definitive Note, 
 we confirm that: 

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as
amended (the “Securities Act”). 
 2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed
letter substantially in the form of this letter and[, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000,] an Opinion of Counsel in a form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements
of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 







 3. We understand that, on any proposed resale of the Notes or beneficial interest therein,
we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional
“accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and 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 and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each
of which we exercise sole investment discretion. 
 You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

					
	  

		 	[Insert Name of Accredited Investor]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



Dated:                     







 EXHIBIT E 
 FORM OF NOTATION OF GUARANTEE 
 For value received, each Guarantor (which term
includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 10, 2012 (the
“Indenture”) among Heckmann Corporation, (the “Company”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual
payment of the principal of, premium on, if any, interest and Special Interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if
any, interest and Special Interest, if any, on, the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and
(b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Note Guarantee. 
 Capitalized terms used but not defined herein have
the meanings given to them in the Indenture. 
  

			
	[NAME OF GUARANTOR(S)]
		
	By:	 	  

		 	Name:
		 	Title:









 EXHIBIT F 
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS

 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    , among
                    (the “Guaranteeing Subsidiary”), a subsidiary of Heckmann Corporation (or its permitted successor), a Delaware
corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2012 providing for the issuance of 9.875% Senior Notes
due 2018 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as
follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The
Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 

4. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees 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. The waiver may not be effective to waive liabilities
under the federal securities laws. 
 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 







 7. EFFECT OF HEADINGS. The Section headings
herein are for convenience only and shall not affect the construction hereof. 
 8. THE TRUSTEE.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiary and the Company. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated:
                    , 
  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	HECKMANN CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EXISTING GUARANTORS]
		
	By:	 	  

		 	Name:
		 	Title:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
		
	By:	 	  

		 	Authorized Signatory