Indenture



 Exhibit 4.1 
  
  
  
 NALCO COMPANY, 
 as Issuer 
 and the Guarantors named herein 
 8 1/4% Senior Notes due 2017 
  
  
 INDENTURE 
 Dated as of May 13, 2009 
  
  
 THE BANK OF NEW YORK MELLON, 
 as Trustee 
  
  
  







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	ARTICLE 1
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 SECTION 1.01.
	  	Definitions	  	1
	 SECTION 1.02.
	  	Other Definitions	  	32
	 SECTION 1.03.
	  	Incorporation by Reference of Trust Indenture Act	  	33
	 SECTION 1.04.
	  	Rules of Construction	  	33
	
	ARTICLE 2
	
	THE SECURITIES
			
	 SECTION 2.01.
	  	Amount of Securities; Issuable in Series	  	35
	 SECTION 2.02.
	  	Form and Dating	  	36
	 SECTION 2.03.
	  	Execution and Authentication	  	36
	 SECTION 2.04.
	  	Registrar and Paying Agent	  	37
	 SECTION 2.05.
	  	Paying Agent to Hold Money in Trust	  	37
	 SECTION 2.06.
	  	Holder Lists	  	38
	 SECTION 2.07.
	  	Transfer and Exchange	  	38
	 SECTION 2.08.
	  	Replacement Securities	  	39
	 SECTION 2.09.
	  	Outstanding Securities	  	39
	 SECTION 2.10.
	  	Temporary Securities	  	40
	 SECTION 2.11.
	  	Cancellation	  	40
	 SECTION 2.12.
	  	Defaulted Interest	  	40
	 SECTION 2.13.
	  	CUSIP Numbers, ISINs, etc.	  	40
	 SECTION 2.14.
	  	Calculation of Specified Percentage of Securities	  	41
	
	ARTICLE 3
	
	REDEMPTION
			
	 SECTION 3.01.
	  	Redemption	  	41
	 SECTION 3.02.
	  	Applicability of Article	  	41
	 SECTION 3.03.
	  	Notices to Trustee	  	41
	 SECTION 3.04.
	  	Selection of Securities to Be Redeemed	  	41
	 SECTION 3.05.
	  	Notice of Optional Redemption	  	42
	 SECTION 3.06.
	  	Effect of Notice of Redemption	  	43
	 SECTION 3.07.
	  	Deposit of Redemption Price	  	43
	 SECTION 3.08.
	  	Securities Redeemed in Part	  	43

  

 -i- 









					
	 	  	 	  	Page
	ARTICLE 4
	
	COVENANTS
			
	 SECTION 4.01.
	  	Payment of Securities	  	43
	 SECTION 4.02.
	  	Reports and Other Information	  	44
	 SECTION 4.03.
	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	45
	 SECTION 4.04.
	  	Limitation on Restricted Payments	  	50
	 SECTION 4.05.
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	57
	 SECTION 4.06.
	  	Asset Sales	  	58
	 SECTION 4.07.
	  	Transactions with Affiliates	  	61
	 SECTION 4.08.
	  	Change of Control	  	63
	 SECTION 4.09.
	  	Compliance Certificate	  	65
	 SECTION 4.10.
	  	Further Instruments and Acts	  	65
	 SECTION 4.11.
	  	Future Guarantors	  	65
	 SECTION 4.12.
	  	Liens	  	65
	 SECTION 4.13.
	  	Maintenance of Office or Agency	  	66
	 SECTION 4.14.
	  	Discharge and Suspension of Covenants	  	66
	
	ARTICLE 5
	
	SUCCESSOR COMPANY
			
	 SECTION 5.01.
	  	When Company May Merge or Transfer Assets	  	67
	
	ARTICLE 6
	
	DEFAULTS AND REMEDIES
			
	 SECTION 6.01.
	  	Events of Default	  	70
	 SECTION 6.02.
	  	Acceleration	  	72
	 SECTION 6.03.
	  	Other Remedies	  	72
	 SECTION 6.04.
	  	Waiver of Past Defaults	  	72
	 SECTION 6.05.
	  	Control by Majority	  	73
	 SECTION 6.06.
	  	Limitation on Suits	  	73
	 SECTION 6.07.
	  	Rights of the Holders to Receive Payment	  	73
	 SECTION 6.08.
	  	Collection Suit by Trustee	  	73
	 SECTION 6.09.
	  	Trustee May File Proofs of Claim	  	74
	 SECTION 6.10.
	  	Priorities	  	74
	 SECTION 6.11.
	  	Undertaking for Costs	  	74
	 SECTION 6.12.
	  	Waiver of Stay or Extension Laws	  	75

  

 -ii- 









					
	 	  	 	  	Page
	ARTICLE 7
	
	TRUSTEE
			
	 SECTION 7.01.
	  	Duties of Trustee	  	75
	 SECTION 7.02.
	  	Rights of Trustee	  	76
	 SECTION 7.03.
	  	Individual Rights of Trustee	  	77
	 SECTION 7.04.
	  	Trustee’s Disclaimer	  	77
	 SECTION 7.05.
	  	Notice of Defaults	  	78
	 SECTION 7.06.
	  	Reports by Trustee to the Holders	  	78
	 SECTION 7.07.
	  	Compensation and Indemnity	  	78
	 SECTION 7.08.
	  	Replacement of Trustee	  	79
	 SECTION 7.09.
	  	Successor Trustee by Merger	  	80
	 SECTION 7.10.
	  	Eligibility; Disqualification	  	80
	 SECTION 7.11.
	  	Preferential Collection of Claims Against Company	  	80
	
	ARTICLE 8
	
	DISCHARGE OF INDENTURE; DEFEASANCE
			
	 SECTION 8.01.
	  	Discharge of Liability on Securities; Defeasance	  	80
	 SECTION 8.02.
	  	Conditions to Defeasance	  	82
	 SECTION 8.03.
	  	Application of Trust Money	  	83
	 SECTION 8.04.
	  	Repayment to Company	  	83
	 SECTION 8.05.
	  	Indemnity for Government Obligations	  	83
	 SECTION 8.06.
	  	Reinstatement	  	84
	
	ARTICLE 9
	
	AMENDMENTS AND WAIVERS
			
	 SECTION 9.01.
	  	Without Consent of the Holders	  	84
	 SECTION 9.02.
	  	With Consent of the Holders	  	85
	 SECTION 9.03.
	  	Compliance with Trust Indenture Act	  	85
	 SECTION 9.04.
	  	Revocation and Effect of Consents and Waivers	  	86
	 SECTION 9.05.
	  	Notation on or Exchange of Securities	  	86
	 SECTION 9.06.
	  	Trustee to Sign Amendments	  	86
	 SECTION 9.07.
	  	Payment for Consent	  	87
	 SECTION 9.08.
	  	Additional Voting Terms; Calculation of Principal Amount	  	87
	
	ARTICLE 10
	
	GUARANTEES
			
	 SECTION 10.01.
	  	Guarantees	  	87
	 SECTION 10.02.
	  	Limitation on Liability	  	89

  

 -iii- 









					
	 	  	 	  	Page
	 SECTION 10.03.
	  	Successors and Assigns	  	90
	 SECTION 10.04.
	  	No Waiver	  	90
	 SECTION 10.05.
	  	Modification	  	90
	 SECTION 10.06.
	  	Execution of Supplemental Indenture for Future Guarantors	  	90
	 SECTION 10.07.
	  	Non-Impairment	  	91
	
	ARTICLE 11
	
	MISCELLANEOUS
			
	 SECTION 11.01.
	  	Trust Indenture Act Controls	  	91
	 SECTION 11.02.
	  	Notices	  	91
	 SECTION 11.03.
	  	Communication by the Holders with Other Holders	  	92
	 SECTION 11.04.
	  	Certificate and Opinion as to Conditions Precedent	  	92
	 SECTION 11.05.
	  	Statements Required in Certificate or Opinion	  	92
	 SECTION 11.06.
	  	When Securities Disregarded	  	93
	 SECTION 11.07.
	  	Rules by Trustee, Paying Agent and Registrar	  	93
	 SECTION 11.08.
	  	Legal Holidays	  	93
	 SECTION 11.09.
	  	GOVERNING LAW	  	93
	 SECTION 11.10.
	  	No Recourse Against Others	  	93
	 SECTION 11.11.
	  	Successors	  	93
	 SECTION 11.12.
	  	Multiple Originals	  	93
	 SECTION 11.13.
	  	Table of Contents; Headings	  	93
	 SECTION 11.14.
	  	Indenture Controls	  	93
	 SECTION 11.15.
	  	Severability	  	94
	 SECTION 11.16.
	  	Waiver of Jury Trial	  	94
	 SECTION 11.17.
	  	Force Majeure	  	94
			
	 Appendix A    –
	  	Provisions Relating to Initial Securities, Additional Securities and Exchange Securities	  	

 EXHIBIT INDEX 
  

					
	Exhibit A	 	–	  	Initial Security
	Exhibit B	 	–	  	Exchange Security
	Exhibit C	 	–	  	Form of Transferee Letter of Representation
	Exhibit D	 	–	  	Form of Supplemental Indenture

  

 -iv- 








 CROSS-REFERENCE TABLE 
  

			
	     TIA
Section
	  	 Indenture Section

	 310(a)(1)
	  	7.10
	  (a)(2)
	  	7.10
	  (a)(3)
	  	N.A.
	  (a)(4)
	  	N.A.
	  (b)
	  	7.08; 7.10
	  (c)
	  	N.A.
	 311(a)
	  	7.11
	  (b)
	  	7.11
	  (c)
	  	N.A.
	 312(a)
	  	2.06
	  (b)
	  	11.03
	  (c)
	  	11.03
	 313(a)
	  	7.06
	  (b)(1)
	  	N.A.
	  (b)(2)
	  	7.06
	  (c)
	  	7.06
	  (d)
	  	4.02; 4.09
	 314(a)
	  	4.02; 4.09
	  (b)
	  	N.A.
	  (c)(1)
	  	11.04
	  (c)(2)
	  	11.04
	  (c)(3)
	  	N.A.
	  (d)
	  	N.A.
	  (e)
	  	11.05
	  (f)
	  	4.10
	 315(a)
	  	7.01
	  (b)
	  	7.05
	  (c)
	  	7.01
	  (d)
	  	7.01
	  (e)
	  	6.11
	 316(a) (last sentence)
	  	11.06
	  (a)(1)(A)
	  	6.05
	  (a)(1)(B)
	  	6.04
	  (a)(2)
	  	N.A.
	  (b)
	  	6.07
	 317(a)(1)
	  	6.08
	  (a)(2)
	  	6.09
	  (b)
	  	2.05
	 318(a)
	  	11.01

 N.A. Means Not Applicable. 
  

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

  

 -v- 








 INDENTURE dated as of May 13, 2009 among NALCO COMPANY, a Delaware corporation (the
“Company”), the Guarantors (as defined herein) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”). 
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of (a) $500,000,000 aggregate principal amount of the Company’s 8 1/4% Senior Notes due
May 15, 2017 (the “Original Securities”) issued on the date hereof, (b) any Additional Securities (as defined herein) that may be issued after the date hereof in the form of Exhibit A (the “Initial Securities”)
(all such securities in clauses (a) and (b) being referred to collectively as the “Initial Securities”) and (c) if and when issued as provided in the Registration Agreement (as defined in Appendix A hereto (the
“Appendix”)) or otherwise registered under the Securities Act (as defined in the Appendix) and issued, the Company’s 8 1/4% Senior Notes due May 15, 2017 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”) issued in the Registered Exchange Offer (as defined in the Appendix) in exchange for any
Initial Securities or otherwise registered under the Securities Act and issued in the form of Exhibit B. Subject to the conditions and compliance with the covenants set forth herein, the Company may issue an unlimited aggregate principal amount of
Additional Securities. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 SECTION 1.01. Definitions. 
 “Acquired Indebtedness” means, with respect to any specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of
such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,

 in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support
utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was acquired by such Person, as applicable.

 “Acquisition” means the acquisition by Holdings of all of the outstanding capital stock of Ondeo Nalco Company and certain
subsidiaries of Nalco International S.A.S., comprising all or substantially all of the assets relating to its water treatment and specialty process chemicals systems business. 







 “Additional Interest” means all additional interest then owing pursuant to the Registration
Agreement. 
 “Additional Securities” means Securities issued from time to time under this Indenture subsequent to the Issue Date.

 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control
with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. 
 “Applicable Premium” means, with respect to any Security on any applicable redemption date, the greater
of: 
 (1) 1.0% of the then outstanding principal amount of the Security; and 
 (2) the excess of: 
 (a) the present value at such redemption date of (i) the redemption price of the Securities, at May 15, 2013 as set forth in Paragraph 5 of the applicable Security plus (ii) all required interest payments due on such Security
through May 15, 2013 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 
 (b) the then outstanding principal amount of the Security. 
 “Asset Sale” means: 
 (1) the sale, conveyance, transfer or other disposition
(whether in a single transaction or a series of related transactions) of property or assets (including by way of a Sale/Leaseback Transaction) of Holdings or any Restricted Subsidiary of Holdings (each referred to in this definition as a
“disposition”) or 
 (2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than to
Holdings or another Restricted Subsidiary of Holdings) (whether in a single transaction or a series of related transactions), 
 in each case other than:

 (a) a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary
course of business; 
  

 -2- 








 (b) the disposition of all or substantially all of the assets of the Company in a manner
permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control; 
 (c) any Restricted Payment
or Permitted Investment that is permitted to be made, and is made, under Section 4.04; 
 (d) any disposition of assets
or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value of less than $10 million; 
 (e) any disposition of property or assets by a Restricted Subsidiary of Holdings to Holdings or by Holdings or a Restricted Subsidiary of Holdings to a Restricted Subsidiary of Holdings; 
 (f) sales of assets received by Holdings or any of its Restricted Subsidiaries upon the foreclosure on a Lien; 
 (g) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (h) sales of inventory in the ordinary course of business; 
 (i) the lease, assignment or sublease of any real or personal property in the ordinary course of business; 
 (j) a sale of accounts receivable and related assets of the type specified in the definition of “Receivables Financing” to a
Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions; and 
 (k) a transfer of
accounts receivable and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing. 
 “Board of Directors” means as to any Person, the board of directors or managers, as applicable, of such Person (or, if such Person is a
partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. 
 “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
  

 -3- 








 (2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or
limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and
reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 
 “Cash Contribution
Amount” means the aggregate amount of cash contributions made to the capital of the Company or any Guarantor described in the definition of “Contribution Indebtedness.” 
 “Cash Equivalents” means: 
 (1) U.S. Dollars, pounds sterling, euros, or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof
in each case with maturities not exceeding two years from the date of acquisition; 
 (3) certificates of deposit, time
deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances, in each case with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank
having capital and surplus in excess of $500 million and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P; 
 (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3)
above; 
 (5) commercial paper issued by a corporation (other than an Affiliate of the Company) rated at least “A-1”
or the equivalent thereof by Moody’s or S&P and in each case maturing within one year after the date of acquisition; 
 (6) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (5) above; 
  

 -4- 








 (7) readily marketable direct obligations issued by any state of the United States of
America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P in each case with maturities not exceeding two years from the date of acquisition; and 
 (8) Indebtedness issued by Persons (other than the Sponsors or any of their Affiliates) with a rating of “A” or higher from
S&P or “A-2” or higher from Moody’s in each case with maturities not exceeding two years from the date of acquisition. 
 “Change of Control” means the occurrence of any of the following events: 
 (i) the sale, lease or
transfer, in one or a series of related transactions, of all or substantially all the assets of Holdings and its Subsidiaries, taken as a whole, to a Person; or 
 (ii) Holdings becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring,
holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other
business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), of more than 50% of the total voting power of the Voting Stock of the Company, Holdings or any direct or
indirect parent of Holdings; or 
 (iii) individuals who on the Issue Date constituted the Board of Directors of the Company,
Holdings or Parent (together with any new directors whose election by such Board of Directors of the Company, Holdings or Parent or whose nomination for election by the shareholders of the Company, Holdings or Parent, as the case may be, was
approved by (a) a vote of a majority of the directors of the Company, of Holdings or of Parent, as the case may be, then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so
approved or (b) the Permitted Holders) cease for any reason to constitute a majority of the Board of Directors of the Company, Holdings or Parent then in office. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Company” means the party
named as such in the Preamble to this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Securities. 
 “consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any
Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment. 
  

 -5- 








 “Consolidated Interest Expense” means, with respect to any Person for any period, the sum,
without duplication, of: 
 (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period,
to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount, the interest component of Capitalized Lease Obligations, and net payments and receipts (if any) pursuant to interest
rate Hedging Obligations and excluding amortization of deferred financing fees and expensing of any bridge or other financing fees, the non-cash portion of interest expense resulting from the reduction in the carrying value under purchase accounting
of the Company’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Financing); and 
 (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; 

less interest income for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in
accordance with GAAP. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net
Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that: 
 (1) any net after-tax extraordinary or nonrecurring gains or losses or income or expenses (less all fees and expenses relating thereto), including, without limitation, any severance expenses, transition expenses
incurred as a direct result of the transition of the Company to an independent operating company in connection with the Transactions and fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition or Indebtedness
permitted to be Incurred by this Indenture (in each case, whether or not successful), including any such fees, expenses, charges or change in control payments related to the Transactions, in each case, shall be excluded; 
 (2) any increase in amortization or depreciation or any one-time non-cash charges (such as purchased in-process research and development
or capitalized manufacturing profit in inventory) resulting from purchase accounting in connection with the Transactions or any acquisition that is consummated after the Issue Date shall be excluded; 
 (3) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

  

 -6- 








 (4) any net after-tax income or loss from discontinued operations and any net after-tax
gains or losses on disposal of discontinued operations shall be excluded; 
 (5) any net after-tax gains or losses (less all
fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Company) shall be excluded; 
 (6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of
indebtedness shall be excluded; 
 (7) the Net Income for such period of any Person that is not a Subsidiary of such Person,
or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to
the referent Person or a Restricted Subsidiary thereof in respect of such period; 
 (8) solely for the purpose of determining
the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally
waived; provided that the net loss of any such Restricted Subsidiary shall be included; 
 (9) an amount equal to the
amount of Tax Distributions actually made to the holders of Capital Stock of such Person or any parent company of such Person in respect of such period in accordance with Section 4.04(b)(xii) shall be included as though such amounts had been
paid as income taxes directly by such Person for such period; 
 (10) any non-cash impairment charges resulting from the
application of Statement of Financial Accounting Standards No. 142 shall be excluded; 
 (11) any non-cash compensation
expense realized from grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded; 
 (12) accruals and reserves that are established within twelve months after the Existing Notes Issue Date and that are so required to be
established in accordance with GAAP shall be excluded; 
  

 -7- 








 (13) solely for purposes of calculating EBITDA, (a) the Net Income of any Person and
its Restricted Subsidiaries shall be calculated without deducting the income attributable to, or adding the losses attributable to, the minority equity interests of third parties in any non-wholly owned Restricted Subsidiary except to the extent of
dividends declared or paid in respect of such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties and (b) any ordinary course dividend, distribution or other payment paid in cash
and received from any Person in excess of amounts included in clause (7) above shall be included; and 
 (14)(a)(i) the non-cash portion of “straight-line” rent expense shall be excluded and (ii) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense
shall be included and (b) non-cash gains, losses, income and expenses resulting from fair value accounting required by Statement of Financial Accounting Standards No. 133 shall be excluded. 
 Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or other transfers of assets from Unrestricted Subsidiaries of Holdings or a Restricted Subsidiary of Holdings to the extent such dividends, repayments or transfers increase the amount of Restricted Payments permitted under
Sections 4.04(a)(3)(D) and (E). 
 “Consolidated Non-cash Charges” means, with respect to any Person for any period, the
aggregate depreciation, amortization and other non-cash expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP,
but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period. 
 “Consolidated Taxes” means provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes (such as the Texas franchise tax and the Michigan Single Business Tax) and any
Tax Distributions taken into account in calculating Consolidated Net Income. 
 “Contingent Obligations” means, with respect to any
Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: 
 (1) to purchase any
such primary obligation or any property constituting direct or indirect security therefor, 
 (2) to advance or supply funds:

 (a) for the purchase or payment of any such primary obligation; or 
  

 -8- 








 (b) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor; or 
 (3) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Contribution Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate principal amount not greater than twice the
aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Company or such Guarantor after the Issue Date; provided that: 
 (1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the capital
of the Company or such Guarantor, as applicable, the amount in excess shall be Indebtedness (other than Secured Indebtedness) with a Stated Maturity later than the Stated Maturity of the Securities, and 
 (2) such Contribution Indebtedness (a) is Incurred within 180 days after the making of such cash contributions and (b) is so
designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the Incurrence date thereof. 
 “Credit
Facilities” means, with respect to Holdings or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities
or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and
any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit
facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in
borrowings is permitted under Section 4.03) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
 “Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by Holdings or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection
with a subsequent sale of such Designated Non-cash Consideration. 
  

 -9- 








 “Designated Preferred Stock” means Preferred Stock of the Company, Holdings or any direct or
indirect parent company of Holdings or the Company, as applicable (other than Disqualified Stock), that is issued for cash (other than to Holdings or any of its Subsidiaries or an employee stock ownership plan or trust established by Holdings or any
of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.04(a)(3).

 “Discount Notes” means the 9.0% Senior Discount Notes due 2014 of Nalco Finance and Nalco Finance Holdings Inc. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security
into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event: 
 (1)
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole,
are no more favorable in any material respect to holders of such Capital Stock than the asset sale and change of control provisions applicable to the Securities and any purchase requirement triggered thereby may not become operative until compliance
with the asset sale and change of control provisions applicable to the Securities (including the purchase of any Securities tendered pursuant thereto)), 
 (2) is convertible or exchangeable for Indebtedness or Disqualified Stock, or 
 (3) is
redeemable at the option of the holder thereof, in whole or in part, 
 in each case prior to 91 days after the maturity date of the Securities;
provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be
Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability;
provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be
Disqualified Stock. 
 “Domestic Subsidiary” means a Restricted Subsidiary that is not a Foreign Subsidiary. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without
duplication, to the extent the same was deducted in calculating Consolidated Net Income: 
 (1) Consolidated Taxes; plus

  

 -10- 








 (2) Consolidated Interest Expense; plus 
 (3) Consolidated Non-cash Charges; plus 
 (4) business optimization expenses and other restructuring charges; provided that with respect to each business optimization expense or other restructuring charge, the Company shall have delivered to the
Trustee an Officers’ Certificate specifying and quantifying such expense or charge and stating that such expense or charge is a business optimization expense or other restructuring charge, as the case may be; plus 
 (5) the amount of any profit sharing expense to the extent a corresponding amount is received in cash by the Company under the
Reimbursement Agreement (it being understood that if the amounts received in cash under the Reimbursement Agreement in any period exceed the amount of profit sharing expense in respect of such period, such excess amounts received may be carried
forward and applied against profit sharing expense in future periods); 
 less, without duplication, non-cash items increasing Consolidated Net Income for
such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period). 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

 “Equity Offering” means any public or private sale after the Issue Date of common stock or Preferred Stock of the Company,
Holdings or any direct or indirect parent company of Holdings or the Company, as applicable (other than Disqualified Stock), other than: 
 (1) public offerings with respect to Holdings’, the Company’s or such direct or indirect parent company’s common stock registered on Form S-8; and 
 (2) any such public or private sale that constitutes an Excluded Contribution. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Excluded Contributions” means the net cash proceeds received by Holdings after the Issue Date from: 
 (1) contributions to its common equity capital, and 
  

 -11- 








 (2) the sale (other than to a Subsidiary of Holdings or pursuant to any Holdings or
Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings, 
 in each case designated as Excluded Contributions pursuant to an Officers’ Certificate, the cash proceeds of which are excluded from the calculation set forth in
Section 4.04(a)(3). 
 “Existing Notes Issue Date” means November 4, 2003. 
 “Fair Market Value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market
transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that
Holdings or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be
computed based upon the average daily balance of such Indebtedness during the applicable period) or issues or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but
prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of
Indebtedness, or such issuance or redemption of Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect
to an operating unit of a business, that Holdings or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to
or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change of any associated fixed charge
obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or
into Holdings or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business,
that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger
or consolidation had occurred at the beginning of the applicable four-quarter period. 
  

 -12- 








 For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be
calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of
12 months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such
Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have
been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set
forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition and (2) all adjustments used in connection with the
calculation of “Adjusted EBITDA” as set forth in footnote (7) under “Summary Historical Financial Data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such
four-quarter period. 
 “Fixed Charges” means, with respect to any Person for any period, the sum of: 
 (1) Consolidated Interest Expense of such Person for such period, and 
 (2) all cash dividend payments (excluding items eliminated in consolidation) on any series of Preferred Stock or Disqualified Stock of
such Person and its Restricted Subsidiaries. 
 “Flow Through Entity” means an entity that is treated as a partnership not taxable
as a corporation, a grantor trust or a disregarded entity for U.S. federal income tax purposes or subject to treatment on a comparable basis for purposes of state, local or foreign tax law. 
 “Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America or any state or
territory thereof and any direct or indirect subsidiary of such Restricted Subsidiary. 
 “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 Issue Date. 
  

 -13- 








 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

 “Guarantee” means any guarantee of the obligations of the Company under this Indenture and the Securities by any Person in
accordance with the provisions of this Indenture. 
 “Guarantor” means any Person that Incurs a Guarantee; provided that
upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under: 
 (1)
currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and 
 (2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or
commodity prices. 
 “Holder” means the Person in whose name a Security is registered on the Registrar’s books. 
 “Holdings” means Nalco Holdings LLC, a Delaware limited liability company until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Guarantee of Holdings. 
 “Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary. 
 “Indebtedness” means, with respect to any Person: 
 (1) the principal and premium (if any) of any
indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication,
reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property, except any such balance that constitutes a trade payable or similar obligation to a trade creditor due within six months from
the date on which it is Incurred, in each case Incurred in the ordinary course of business, which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (d) in respect


  

 -14- 








 
of Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than
letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and 
 (3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided,
however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value of such asset at such date of determination, and (b) the amount of such Indebtedness of such other Person; 
 provided that (a) Contingent Obligations incurred in the ordinary course of business and (b) obligations under or in respect of Receivables Financings
shall be deemed not to constitute Indebtedness. 
 “Indenture” means this Indenture as amended or supplemented from time to time.

 “Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant to Persons engaged in a
Similar Business, in each case of nationally recognized standing that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 
 (1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other
than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition, 
 (2)
investments in any fund that invests exclusively in investments of the type described in clause (1) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and 
 (3) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case
with maturities not exceeding two years from the date of acquisition. 
  

 -15- 








 “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees
and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified
on the balance sheet of Holdings in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted
Subsidiary” and Section 4.04: 
 (1) “Investments” shall include the portion (proportionate to
Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to: 
 (a) Holdings’ “Investment” in such Subsidiary at the time of such redesignation less 
 (b) the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of such
Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall
be valued at its Fair Market Value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company. 
 “Issue Date” means May 13, 2009, the date on which the Original Securities are issued. 
 “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); provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof. 
 “Nalco Finance” means Nalco Finance Holdings LLC. 
  

 -16- 








 “Net Income” means, with respect to any Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net Proceeds” means the
aggregate cash proceeds received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash
Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring
Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including,
without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid
as a result of such transaction, and any deduction of appropriate amounts to be provided by Holdings as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Holdings
after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such
transaction. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without
limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the
Securities shall not include fees or indemnifications in favor of the Trustee and other third parties other than the Holders of the Securities. 
 “Offering Memorandum” means the offering memorandum relating to the offering of the Original Securities dated May 6, 2009. 
 “Officer” means the Chairman of the Board, Chief Executive Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company, or a Guarantor, as applicable.

 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company or on behalf of
a Guarantor by two officers of such Guarantor, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company or such Guarantor, as applicable, that meets the
requirements set forth in this Indenture. 
  

 -17- 








 “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
 “Parent” means Nalco Holding Company.

 “Pari Passu Indebtedness” means: 
 (1) with respect to the Company, the Securities and any Indebtedness which ranks pari passu in right of payment to the Securities; and 
 (2) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s
Guarantee. 
 “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination
of Related Business Assets and cash or Cash Equivalents between Holdings or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.06.

 “Permitted Holders” means any person or group, together with its Affiliates, whose acquisition of beneficial ownership
constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture. 
 “Permitted Investment” means: 
 (1) any Investment in Holdings or any Restricted Subsidiary; 

(2) any Investment in Cash Equivalents or Investment Grade Securities; 
 (3) any Investment by Holdings or any Restricted Subsidiary of Holdings in a Person that is primarily engaged in a Similar Business if as
a result of such Investment (a) such Person becomes a Restricted Subsidiary of Holdings, or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or
conveys all or substantially all of its assets to, or is liquidated into, Holdings or a Restricted Subsidiary of Holdings; 
 (4) any Investment in securities or other assets not constituting Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other disposition of assets not constituting an
Asset Sale; 
 (5) any Investment existing on the Issue Date; 
 (6) advances to employees not in excess of $25 million outstanding at any one time in the aggregate; 
  

 -18- 








 (7) any Investment acquired by Holdings or any of its Restricted Subsidiaries (a) in
exchange for any other Investment or accounts receivable held by Holdings or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or
accounts receivable, or (b) as a result of a foreclosure by Holdings or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; 
 (8) Hedging Obligations permitted under Section 4.03(b)(x); 
 (9) any Investment by Holdings or any of its Restricted Subsidiaries in a Similar Business (other than an Investment in an Unrestricted
Subsidiary) having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9), not to exceed 3% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being
measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary of Holdings at
the date of the making of such Investment and such Person becomes a Restricted Subsidiary of Holdings after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made
pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary; 
 (10) additional
Investments by Holdings or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (10), not to exceed 3% of Total Assets at the time of such Investment
(with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (11) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business; 
 (12) Investments the payment for which consists of Equity Interests of the Company, Holdings (other than Disqualified Stock) or any direct
or indirect parent company of Holdings or the Company, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.04(a)(3); 
 (13) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of
Section 4.07(b) (except transactions described in clauses (ii), (iv), (v) and (viii) of such Section); 
 (14) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 
 (15) guarantees issued in accordance with Sections 4.03 and 4.11; 
  

 -19- 








 (16) any Investment by Restricted Subsidiaries of Holdings in other Restricted
Subsidiaries of Holdings and Investments by Subsidiaries that are not Restricted Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries of Holdings; 
 (17) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights
or licenses or leases of intellectual property, in each case in the ordinary course of business; 
 (18) any Investment in a
Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such
Qualified Receivables Financing or any related Indebtedness; provided, however, that any Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest;

 (19) Investments resulting from the receipt of non-cash consideration in an Asset Sale received in compliance with
Section 4.06; and 
 (20) additional Investments in joint ventures of Holdings or any of its Restricted Subsidiaries
existing on the Issue Date in an aggregate amount not to exceed $25 million. 
 “Permitted Liens” means with respect to any Person:

 (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not
yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

 (3) Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for
nonpayment or which are being contested in good faith by appropriate proceedings; 
  

 -20- 








 (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with
respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which
were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6)(A) Liens securing an aggregate principal amount of Pari Passu Indebtedness under Credit Facilities permitted to be Incurred
pursuant to clause (i) of Section 4.03(b); (B) Liens incurred to secure Obligations in respect of Indebtedness permitted to be incurred under Section 4.03, provided that as of such date, and after giving effect to the Incurrence
of such Indebtedness and the application of the proceeds therefrom on such date, would not cause the Secured Indebtedness Leverage Ratio of Holdings to exceed 2.75 to 1.00; and (C) Liens securing Indebtedness permitted to be Incurred pursuant
to clause (iv), (xii) or (xx) (provided that in the case of clause (xx), such Lien does not extend to the property or assets of any Subsidiary of Holdings other than a Foreign Subsidiary) of Section 4.03(b);

 (7) Liens existing on the Issue Date; 
 (8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that
such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by Holdings
or any Restricted Subsidiary of Holdings; 
 (9) Liens on property at the time Holdings or a Restricted Subsidiary of Holdings
acquired the property, including any acquisition by means of a merger or consolidation with or into Holdings or any Restricted Subsidiary of Holdings; provided, however, that such Liens are not created or Incurred in connection with,
or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by Holdings or any Restricted Subsidiary of Holdings; 
 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary of
Holdings permitted to be Incurred in accordance with Section 4.03; 
  

 -21- 








 (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is
permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
 (12) Liens
on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods; 
 (13) leases and subleases of real property which do not materially interfere with the
ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries; 
 (14) Liens arising from Uniform
Commercial Code financing statement filings regarding operating leases entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the Company or any Guarantor; 
 (16) Liens on equipment of Holdings or any Restricted Subsidiary granted in the ordinary course of business to Holdings’ client at
which such equipment is located; 
 (17) Liens on accounts receivable and related assets of the type specified in the
definition of “Receivables Financing” Incurred in connection with a Qualified Receivables Financing; 
 (18) Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing
clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided, however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and
(y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6)(B),
(7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding,
extension, renewal or replacement; and 
 (19) other Liens securing obligations incurred in the ordinary course of business
which obligations do not exceed $25 million at any one time outstanding. 
 “Person” means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
  

 -22- 








 “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or
upon liquidation, dissolution or winding up. 
 “Presumed Tax Rate” means the highest effective marginal statutory combined U.S.
federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of
Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

 “Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable,
from Holdings or any Subsidiary of Holdings to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

 “Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following
conditions: 
 (1) the Board of Directors of the Company shall have determined in good faith that such Qualified Receivables
Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Receivables Subsidiary, 
 (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as determined in good
faith by the Company), and 
 (3) the financing terms, covenants, termination events and other provisions thereof shall be
market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 
 The grant of a security
interest in any accounts receivable of Holdings or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Credit Facilities shall not be deemed a Qualified Receivables Financing. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the notes publicly available,
a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be. 
 “Receivables Financing” means any transaction or series of transactions that may be entered into by Holdings or any of its Subsidiaries
pursuant to which Holdings or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by Holdings or any of its Subsidiaries), and (b) any other Person (in the case of a
transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of Holdings or any of its 

  

 -23- 








 
Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all
guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with
asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by Holdings or any such Subsidiary in connection with such accounts receivable. 
 “Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase
receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a
result of any action taken by, any failure to take action by or any other event relating to the seller. 
 “Receivables Subsidiary”
means a Wholly Owned Restricted Subsidiary of Holdings (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with Holdings in which Holdings or any Subsidiary of Holdings makes an Investment and to which
Holdings or any Subsidiary of Holdings transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of Holdings and its Subsidiaries, all proceeds thereof and all
rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company (as provided below) as a Receivables
Subsidiary and: 
 (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is
guaranteed by Holdings or any other Subsidiary of Holdings (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates
Holdings or any other Subsidiary of Holdings in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of Holdings or any other Subsidiary of Holdings, directly or indirectly, contingently
or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, 
 (b) with which
neither Holdings nor any other Subsidiary of Holdings has any material contract, agreement, arrangement or understanding other than on terms which Holdings reasonably believes to be no less favorable to Holdings or such Subsidiary than those that
might be obtained at the time from Persons that are not Affiliates of Holdings, and 
 (c) to which neither Holdings nor any
other Subsidiary of Holdings has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. 
  

 -24- 








 Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing
with the Trustee a certified copy of the 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 foregoing conditions. 
 “Reimbursement Agreement” means that certain reimbursement agreement between the Company and Suez S.A. (“Suez”), dated as of the
Existing Notes Issue Date providing for the reimbursement by Suez of all contributions required to be made by the Company to the Profit Sharing and Savings Plan pursuant to the Contribution Agreement between the Company and Northern Trust Company,
dated as of November 2, 1999, as amended. 
 “Related Business Assets” means assets (other than cash or Cash Equivalents) used
or useful in a Similar Business; provided that any assets received by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary will not be deemed to be Related Business Assets if they
consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Subsidiary” means,
with respect to any Person, any Subsidiary of such Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of Holdings,
including the Company. 
 “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired by
Holdings or a Restricted Subsidiary whereby Holdings or a Restricted Subsidiary transfers such property to a Person and Holdings or such Restricted Subsidiary leases it from such Person, other than leases between Holdings and a Restricted Subsidiary
of Holdings or between Restricted Subsidiaries of Holdings. 
 “S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc. and its subsidiaries or any successor to the rating agency business thereof. 
 “SEC”
means the Securities and Exchange Commission. 
 “Secured Indebtedness” means any Indebtedness secured by a Lien. 
 “Secured Indebtedness Leverage Ratio” means, with respect to any Person, at any date the ratio of (1) Secured Indebtedness of such Person
and its Restricted Subsidiaries (other than Secured Indebtedness secured by Liens permitted under clauses (6)(B), (10), (15) and (17) of the definition of “Permitted Liens”) as of such date of calculation (determined on a
consolidated basis in accordance with GAAP) to (2) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred.
In the event that Holdings or 

  

 -25- 








 
any of its Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness
Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be
calculated giving pro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect
to an operating unit of a business, that Holdings or any of its Restricted Subsidiaries has both determined to make and made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to
or simultaneously with the Secured Leverage Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in EBITDA
resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any Restricted
Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, that would have required
adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger or consolidation
had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition, whenever pro forma effect is to be
given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of
the Company as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition and (2) all adjustments used in
connection with the calculation of “Adjusted EBITDA” as set forth in footnote (7) under “Summary Historical Financial Data” in the Offering Memorandum, to the extent such adjustments, without duplication, continue to be
applicable to such four-quarter period. 
 “Securities” means the securities issued under this Indenture. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. 
 “Senior Credit Documents” means the collective reference to the Senior Credit Facilities, the notes issued pursuant thereto and the guarantees
thereof, and the collateral documents relating thereto, as amended, supplemented or otherwise modified from time to time. 
  

 -26- 








 “Senior Credit Facilities” means (x) the existing credit agreement entered into in
connection with, and on or prior to, the consummation of the Acquisition, as amended on the Issue Date, among the Company, Holdings, certain Subsidiaries of the Company, the financial institutions named therein, and Citicorp North America, Inc., as
Administrative Agent and Collateral Agent and (y) the credit agreement entered into on the Issue Date among the Company, Holdings, certain subsidiaries of the Company, the financial institutions named therein and Bank of America, N.A. as
Administrative Agent, in each case as further amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified
from time to time, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any
successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof. 
 “Senior Notes” means the $665 million aggregate principal amount of 7 3/4% senior notes due 2011 and the €200 million aggregate principal amount of 7 3/4% senior notes due 2011, issued by the Issuer on the Existing Notes Issue Date. 
 “Senior Subordinated Notes” means the $465,000,000 aggregate principal of 8 7/8% Senior Subordinated Notes due 2013 and the €200,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2013
issued by the Company on the Existing Notes Issue Date. 
 “Significant Subsidiary” means any Restricted Subsidiary that
would be a “Significant Subsidiary” of Holdings within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. 
 “Similar Business” means a business, the majority of whose revenues are derived from the water treatment and specialty process chemicals systems, or the activities of the Company and its Subsidiaries as of the Issue Date or any
business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 
 “Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by Holdings or any Subsidiary of Holdings which Holdings has determined in good faith to
be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard
Securitization Undertaking. 
 “Stated Maturity” means, with respect to any security, the date specified in such security as the
fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder
thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). 
  

 -27- 








 “Subordinated Indebtedness” means (a) with respect to the Company, any Indebtedness,
including the Senior Subordinated Notes, of the Company which is by its terms subordinated in right of payment to the Securities, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in
right of payment to its Guarantee, including the guarantee of the Senior Subordinated Notes. 
 “Subsidiary” means, with respect to
any Person (1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
or a combination thereof, and (2) any partnership, joint venture or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership
interests or otherwise, and (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 
 “Subsidiary Guarantor” means any Restricted Subsidiary of Holdings that is a Guarantor. 
 “Tax Distributions” means any distributions described in Section 4.04(b)(xii). 
 “TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the Issue Date. 
 “Total Assets” means the total
consolidated assets of Holdings and its Restricted Subsidiaries, as shown on the most recent balance sheet of Holdings. 
 “Total
Leverage Ratio” means, with respect to any Person, at any date the ratio of (i) Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation that would be required to be reflected as liabilities of such Person
on a consolidated balance sheet (excluding the notes thereto and determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available
immediately preceding such date on which such additional Indebtedness is Incurred. In the event that Holdings or any of its Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Total
Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Leverage Ratio is made (the “Total Leverage Calculation Date”), then the Total Leverage Ratio shall be calculated giving pro forma effect to
such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period. 
  

 -28- 








 For purposes of making the computation referred to above, Investments, acquisitions, dispositions,
mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, that Holdings or any of its Restricted Subsidiaries has both determined to make and made after
the issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Total Leverage Calculation Date shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any
Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or
discontinued operation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period
as if such Investment, acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any
such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an Officers’ Certificate, to reflect (1) operating expense reductions and other operating improvements or
synergies reasonably expected to result from any acquisition and (2) all adjustments used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote (7) under “Summary Historical Financial Data” in
this offering memorandum to the extent such adjustments, without duplication continue to be applicable to such four quarter period. 
 “Transactions” means the Acquisition and the transactions related thereto (including the related financings), the issuance of the Securities and the concurrent amendments to and borrowings made pursuant to the Senior Credit
Facilities. 
 “Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of
United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date (or,
if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to May 15, 2013; provided, however, that if the period from such
redemption date to May 15, 2013is 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. 
  

 -29- 








 “Trust Officer” means: 
 (1) any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant
secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with the particular subject, and 
 (2) who
shall have direct responsibility for the administration of this Indenture. 
 “Trustee” means the respective party named as such in
this Indenture until a successor replaces it and, thereafter, means the successor. 
 “Uniform Commercial Code” means the New York
Uniform Commercial Code as in effect from time to time. 
 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of Holdings that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors
of such Person in the manner provided below; and 
 (2) any Subsidiary of an Unrestricted Subsidiary. 
 The Board of Directors of Holdings may designate any Subsidiary of Holdings (including any newly acquired or newly formed Subsidiary of Holdings but
excluding the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Holdings or any other Subsidiary of Holdings that
is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter Incur any Indebtedness pursuant to
which the lender has recourse to any of the assets of Holdings or any of its Restricted Subsidiaries; provided, further, however, that either: 
 (a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 
 (b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

 The Board of Directors of Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation: 
 (x) (1) Holdings could Incur $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a) or (2) the Fixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries would be greater than such ratio for Holdings and its
Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation, and 
  

 -30- 








 (y) no Event of Default shall have occurred and be continuing. 
 Any such designation by the Board of Directors of Holdings shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution
of the Board of Directors of Holdings giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 
 “U.S. Government Obligations” means securities that are: 
 (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

 (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, 
 which, in each
case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government
Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the
U.S. Government Obligations evidenced by such depository receipt. 
 “Voting Stock” of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
 “Weighted Average
Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the
date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment, by (2) the sum of all such payments. 
 “Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary. 
 “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of
which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person and one or more Wholly Owned Subsidiaries of such Person. 
  

 -31- 








 SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined in Section

	 “Affiliate Transaction”
	  	4.07
	 “Appendix”
	  	Preamble
	 “Asset Sale Offer”
	  	4.06(b)
	 “Bankruptcy Law”
	  	6.01
	 “Clearstream”
	  	Appendix A
	 “Common Depository”
	  	Appendix A
	 “covenant defeasance option”
	  	8.01(c)
	 “Covenant Suspension Event”
	  	4.14(a)
	 “Custodian”
	  	6.01
	 “Definitive Security”
	  	Appendix A
	 “Depository”
	  	Appendix A
	 “Euroclear”
	  	Appendix A
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.06(b)
	 “Exchange Securities”
	  	Preamble
	 “Global Securities Legend”
	  	Appendix A
	 “Guaranteed Obligations”
	  	10.01(a)
	 “IAI”
	  	Appendix A
	 “incorporated provision”
	  	11.01
	 “Initial Purchasers”
	  	Appendix A
	 “Initial Securities”
	  	Preamble
	 “legal defeasance option”
	  	8.01
	 “Notice of Default”
	  	6.01(j)
	 “Offer Period”
	  	4.06(d)
	 “Original Securities”
	  	Preamble
	 “Paying Agent”
	  	2.04
	 “protected purchaser”
	  	2.08
	 “Purchase Agreement”
	  	Appendix A
	 “QIB”
	  	Appendix A
	 “Refinancing Indebtedness”
	  	4.03(b)
	 “Refunding Capital Stock”
	  	4.04(b)
	 “Registration Agreement”
	  	Appendix A
	 “Registered Exchange Offer”
	  	Appendix A
	 “Registrar”
	  	2.04
	 “Registration Default Damages”
	  	Appendix A
	 “Regulation S”
	  	Appendix A
	 “Regulation S Securities”
	  	Appendix A
	 “Restricted Payment”
	  	4.04(a)

  

 -32- 









			
	 Term
	  	 Defined in Section

	 “Restricted Period”
	  	Appendix A
	 “Restricted Securities Legend”
	  	Appendix A
	 “Retired Capital Stock”
	  	4.04(b)
	 “Reversion Date”
	  	4.14(b)
	 “Rule 501”
	  	Appendix A
	 “Rule 144A”
	  	Appendix A
	 “Rule 144A Securities”
	  	Appendix A
	 “Securities Custodian”
	  	Appendix A
	 “Shelf Registration Statement”
	  	Appendix A
	 “Successor Company”
	  	5.01(a)
	 “Successor Guarantor”
	  	5.01(b)
	 “Suspended Covenants”
	  	4.14(a)
	 “Suspension Period”
	  	4.14(c)
	 “Transfer”
	  	5.01(b)
	 “Transfer Restricted Definitive Securities”
	  	Appendix A
	 “Unrestricted Definitive Security”
	  	Appendix A

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture
incorporates by reference certain provisions of the TIA. The following TIA terms have the following meanings: 
 “Commission” means
the SEC. 
 “indenture securities” means the Securities and the Guarantees. 
 “indenture security holder” means a Holder. 
 “indenture to be qualified” means this Indenture. 
 “indenture trustee” or
“institutional trustee” means the Trustee. 
 “obligor” on the indenture securities means the Company, the Guarantors and
any other obligor on the Securities. 
 All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of Construction.
Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
  

 -33- 








 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance
with GAAP; 
 (c) “or” is not exclusive; 
 (d) “including” means including without limitation; 
 (e) words in the singular include the plural and words in the plural include the singular; 
 (f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness; 
 (g) the principal amount of any non-interest bearing or other discount security at any date shall
be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 
 (h) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock, whichever is greater; 
 (i) unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP; 
 (j) “$” and “U.S. Dollars” each refer to United States dollars, or such other money of the United States of America
that at the time of payment is legal tender for payment of public and private debts; 
 (k) “€” and
“Euros” each refer to the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Communities; and 
 (l) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect
to any Securities, such mention shall be deemed to include mention of the payment of Registration Default Damages, to the extent that, in such context, Registration Default Damages are, were, or would be payable in respect thereof. 
  

 -34- 








 ARTICLE 2 
 THE SECURITIES 
 SECTION 2.01. Amount of Securities; Issuable in Series. The aggregate
principal amount of Original Securities which may be authenticated and delivered under this Indenture on the Issue Date is $500,000,000 aggregate principal amount of Securities. The Securities may be issued in one or more series. All Securities of
any one series shall be substantially identical except as to denomination. 
 The Company may from time to time after the Issue Date issue
Additional Securities under this Indenture in an unlimited principal amount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Securities is at such time permitted by Section 4.03 and (ii) such
Additional Securities are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Securities issued after the Issue Date (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 2.07, 2.08, 2.09, 2.10, 3.06, 4.06(g), 4.08(c) or the Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors
and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Securities: 
 (1) whether such Additional Securities shall be issued as part of a new or existing series of Securities and the title of such Additional
Securities (which shall distinguish the Additional Securities of the series from Securities of any other series); 
 (2) the
aggregate principal amount of such Additional Securities which may be authenticated and delivered under this Indenture, 
 (3)
the issue price and issuance date of such Additional Securities, including the date from which interest on such Additional Securities shall accrue; 
 (4) if applicable, that such Additional Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form
of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in
which any such Global Security may be exchanged in whole or in part for Additional Securities registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for
such Global Security or a nominee thereof; and 
 (5) if applicable, that such Additional Securities that are not Transfer
Restricted Definitive Securities shall not be issued in the form of Initial Securities as set forth in Exhibit A, but shall be issued in the form of Exchange Securities as set forth in Exhibit B. 
 If any of the terms of any Additional Securities are established by action taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental hereto setting
forth the terms of the Additional Securities. 
  

 -35- 








 SECTION 2.02. Form and Dating. Provisions relating to the Initial Securities and the Exchange
Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Securities and the Trustee’s certificate of authentication and (ii) any Additional Securities (if
issued as Transfer Restricted Definitive Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture.
The (i) Exchange Securities and the Trustee’s certificate of authentication and (ii) any Additional Securities issued other than as Transfer Restricted Definitive Securities and the Trustee’s certificate of authentication shall
each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to
which the Company or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The Securities shall be
issuable only in registered form without interest coupons and only in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. 
 SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Original Securities for original
issue on the date hereof in an aggregate principal amount of $500,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and
(c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an effective registration
statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or
Exchange Securities. Notwithstanding anything to the contrary in the Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000, whether such Additional Securities are of
the same or a different series than the Original Securities. 
 One Officer shall sign the Securities for the Company by manual or facsimile
signature. 
 If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security,
the Security shall be valid nevertheless. 
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 The Trustee may appoint one or more authenticating agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy
of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may 

  

 -36- 








 
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 The Trustee
is hereby authorized to enter into a letter of representations with the Depository in the form provided by the Company and to act in accordance with such letter. 
 SECTION 2.04. Registrar and Paying Agent. (a) The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the
“Registrar”) and (ii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of
the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the
Paying Agent and any additional paying agents. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Securities and (ii) the Securities Custodian with respect to the Global Securities.

 (b) The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or
Registrar. 
 (c) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the
Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor
Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i)
above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.08. 
 SECTION 2.05. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of
and interest on any Security, the Company shall deposit with each Paying Agent (or if the Company or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient
to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by a
Paying Agent for the payment of 

  

 -37- 








 
principal of and interest on the Securities, and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a
Wholly Owned Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. 
 SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times
as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. 
 SECTION 2.07. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with the
Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request
to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute
and the Trustee shall authenticate Securities at the Registrar’s request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to
this Section. The Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. 
 Prior to the due presentation for
registration of transfer of any Security, the Company, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be
affected by notice to the contrary. 
 Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial
interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest
in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. 
  

 -38- 








 All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
 SECTION 2.08. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after
such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Security being acquired
by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee
may charge the Holder for their expenses in replacing a Security (including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has
become or is about to become due and payable, the Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. 
 Every replacement Security is an additional obligation of the Company. 
 The provisions of this
Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities. 
 SECTION 2.09. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this Section as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

 If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof
pursuant to Section 2.08. 
 If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or
maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to
the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 
  

 -39- 








 SECTION 2.10. Temporary Securities. In the event that Definitive Securities are to be issued under
the terms of this Indenture, until such Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities
but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Securities and make them available for delivery in exchange
for temporary Securities upon surrender of such temporary Securities at the office or agency of the Company, without charge to the Holder. Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as
Definitive Securities. 
 SECTION 2.11. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation.
The Registrar and each Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer,
exchange, payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures or deliver canceled Securities to the Company pursuant to written direction by an Officer. The Company may not issue new
Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture. 
 SECTION 2.12. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay the defaulted interest
then borne by the Securities (plus interest on such defaulted interest to the extent lawful), in any lawful manner. The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Company shall fix
or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to each affected Holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid. 
 SECTION 2.13. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use
CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Securities or as contained in any notice of a redemption, that reliance may be placed only on the other
identification numbers printed on the Securities and that any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common
Code” numbers. 
  

 -40- 








 SECTION 2.14. Calculation of Specified Percentage of Securities. With respect to any matter
requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the
principal amount, as of such date of determination, of Securities, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination, of the Securities then outstanding, in each case, as determined
in accordance with the preceding sentence, Section 2.09 and Section 11.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Company and delivered to the Trustee pursuant to an
Officers’ Certificate. 
 ARTICLE 3 
 REDEMPTION 
 SECTION 3.01. Redemption. The Securities may be redeemed, in whole, or from time
to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Securities set forth in Exhibit A and Exhibit B hereto, which are hereby incorporated by reference and made a part of this
Indenture, together with accrued and unpaid interest to the redemption date. 
 SECTION 3.02. Applicability of Article. Redemption of
Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. 
 SECTION 3.03. Notices to Trustee. If the Company elects to redeem Securities pursuant to the optional redemption provisions of Paragraph 5 of the
applicable Security, it shall notify the Trustee in writing of (i) the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be redeemed and
(iv) the redemption price. The Company shall give notice to the Trustee provided for in this paragraph at least 40 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the applicable
Security, unless a shorter period is acceptable to the Trustee. Such notice shall be accompanied by an Officers’ Certificate and Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein. If
fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee.
Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. 
 SECTION 3.04. Selection of Securities to Be Redeemed. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee in compliance with the requirements of the
principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as
complies with applicable legal requirements); provided that no Securities of $2,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Securities 

  

 -41- 








 
not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than
$2,000. Securities and portions of them the Trustee selects shall be in amounts of $2,000 or a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of
Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 
 SECTION 3.05. Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Security, the Company shall mail or cause to be mailed by
first-class mail a notice of redemption to each Holder whose Securities are to be redeemed. 
 Any such notice shall identify the Securities
to be redeemed and shall state: 
 (i) the redemption date; 
 (ii) the redemption price and the amount of accrued interest to the redemption date; 
 (iii) the name and address of a Paying Agent; 
 (iv) that Securities called for redemption must be surrendered to a Paying Agent to collect the redemption price, plus accrued interest;

 (v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the
particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption; 
 (vi) that, unless the Company defaults in making such redemption payment or any Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and 
 (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number,
if any, listed in such notice or printed on the Securities. 
 (b) At the Company’s request, the Trustee shall give the notice of
redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section. 
  

 -42- 








 SECTION 3.06. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance
with Section 3.05, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to any Paying Agent, such Securities shall be paid at the redemption price stated
in the notice, plus accrued interest to the redemption date; provided, however, that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the
Holder of the redeemed Securities registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder. 
 SECTION 3.07. Deposit of Redemption Price. Prior to 10:00 a.m., New York City time, on the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Wholly Owned Subsidiary is a Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities or portions thereof to be redeemed on that
date other than Securities or portions of Securities called for redemption that have been delivered by the Company to the Trustee for cancellation. On and after the redemption date, interest shall cease to accrue on Securities or portions thereof
called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Securities to be redeemed, unless a Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture. 
 SECTION 3.08. Securities Redeemed in Part. Upon surrender of a Security that is
redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 
 ARTICLE 4 
 COVENANTS

 SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest, on the Securities on the
dates and in the manner provided in the Securities and in this Indenture. An installment of principal of or interest shall be considered paid on the date due if on such date the Trustee or any Paying Agent holds in accordance with this Indenture
money sufficient to pay all principal and interest then due and the Trustee or any Paying Agent, as the case may be, are not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. 
 The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments
of interest at the same rate borne by the Securities to the extent lawful. 
  

 -43- 








 SECTION 4.02. Reports and Other Information. Notwithstanding that Holdings may not be subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such 
 annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Holdings shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files
them with the SEC), 
 (a) within 90 days after the end of each fiscal year (or such shorter period as may be required by
the SEC), annual reports on Form 10K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form), 
 (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as may be required
by the SEC), reports on Form 10Q (or any successor or comparable form), 
 (c) promptly from time to time after the occurrence
of an event required to be therein reported (and in any event within the time period specified for filing current reports on Form 8K by the SEC), such other reports on Form 8K (or any successor or comparable form), and 
 (d) any other information, documents and other reports which Holdings would be required to file with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act; 
 provided, however, that Holdings shall not be so obligated to file such reports with the SEC
if the SEC does not permit such filing, in which event Holdings shall make available such information to prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders, in each case within 15 days
after the time Holdings would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. 
 In addition, to the extent not satisfied by the foregoing, Holdings shall, for so long as any notes are outstanding, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (it being acknowledged and agreed that, prior to the first date on which the information is required to be provided under this Section 4.02, the information contained in the
Offering Memorandum is sufficient for this purpose). 
 In the event that: 
 (i) the rules and regulations of the SEC permit Holdings and any direct or indirect parent company of Holdings to report at such parent
entity’s level on a consolidated basis and 
 (ii) such parent entity of Holdings is not engaged in any business in any
material respect other than incidental to its ownership, directly or indirectly, of the capital stock of Holdings, 
  

 -44- 








 such consolidated reporting at such parent entity’s level in a manner consistent with that described in this
Section 4.02 for Holdings shall satisfy this Section 4.02; provided that in the event that the Company satisfies its obligations under this Section 4.02 though such parent entity reporting, the Company shall also provide
applicable periodic summary guarantor/non-guarantor disclosure similar to that set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Offering Memorandum to holders
within 90 days after the end of each fiscal year and 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such summary disclosure shall be provided to Holders by inclusion in the periodic filings of such reporting
parent entity, through filings of reports on Form 8-K by the Company or such parent entity or by posting of such summary disclosure on the investor relations or other comparable area of Parent’s website (and providing such information to the
Trustee for distribution to holders concurrently with such internet posting). 
 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 (subject to Article 7 hereof) on Officers’ Certificates). 
 SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. (a) (i) Holdings shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) Holdings shall not permit any of its
Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company and Holdings and any Restricted Subsidiary that is a Guarantor may Incur Indebtedness (including Acquired Indebtedness) or issue shares
of Disqualified Stock and the Company and Holdings and any Restricted Subsidiary that is a Guarantor may issue shares of Preferred Stock, in each case if the Fixed Charge Coverage Ratio of Holdings for the most recently ended four full fiscal
quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter period. 
 (b) The limitations set forth in Section 4.03(a) shall
not apply to: 
 (i) the Incurrence by Holdings or its Restricted Subsidiaries of Indebtedness under the Credit Facilities and
the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) up to an aggregate principal
amount of $1,950 million outstanding at any one time; 
 (ii) the Incurrence by the Company and the Guarantors of Indebtedness
represented by the Original Securities and the Guarantees, as applicable; 
  

 -45- 








 (iii) Indebtedness existing on the Issue Date (other than Indebtedness described in
clauses (i) and (ii) of this
 Section 4.03(b)); 
 (iv) Indebtedness (including Capitalized Lease
Obligations) Incurred by Holdings or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person
owning such assets (but no other material assets)) in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding that was Incurred pursuant to this clause (iv), does not exceed 3%
of Total Assets at the time of Incurrence; 
 (v) Indebtedness Incurred by Holdings or any of its Restricted Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’ compensation claims, health, disability or other
employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the
drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing; 
 (vi) Indebtedness
arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or a Subsidiary of
Holdings in accordance with the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 
 (vii) Indebtedness of Holdings to a Restricted Subsidiary; provided that any such Indebtedness is subordinated in right of payment
to the obligations of Holdings under its Guarantee; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (viii) shares of Preferred Stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary; provided that any
subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other
subsequent transfer of any such shares of Preferred Stock (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock; 
  

 -46- 








 (ix) Indebtedness of a Restricted Subsidiary to Holdings or another Restricted
Subsidiary; provided that (1) any such Indebtedness is made pursuant to an intercompany note and (2) if a Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in
right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be
a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an Incurrence of such Indebtedness; 
 (x) Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes): (1) for the purpose
of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency
exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases; 
 (xi) obligations in respect of performance, bid and surety bonds and completion guarantees provided by Holdings or any Restricted Subsidiary in the ordinary course of business; 
 (xii) Indebtedness or Disqualified Stock of Holdings or any Restricted Subsidiary of Holdings not otherwise permitted hereunder in an
aggregate principal amount which, when aggregated with the principal amount or liquidation preference of all other Indebtedness and Disqualified Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed
$175 million at any one time outstanding (it being understood that any Indebtedness Incurred under this clause (xii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for
purposes of Section 4.03(a) from and after the first date on which Holdings, or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii));

 (xiii) any guarantee by the Company or a Guarantor of Indebtedness or other obligations of Holdings or any of its
Restricted Subsidiaries so long as the Incurrence of such Indebtedness Incurred by Holdings or such Restricted Subsidiary is permitted under the terms of this Indenture; provided that if such Indebtedness is by its express terms subordinated
in right of payment to the Securities or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee
with respect to the Securities substantially to the same extent as such Indebtedness is subordinated to the Securities or the Guarantee of such Restricted Subsidiary, as applicable; 
  

 -47- 








 (xiv) the Incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness
which serves to refund or refinance any Indebtedness Incurred as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xv) and (xx) of this Section 4.03(b) or any Indebtedness issued to so refund or refinance such
Indebtedness (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 
 (1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less than the remaining
Weighted Average Life to Maturity of the Indebtedness being refunded or refinanced; 
 (2) has a Stated Maturity which is no
earlier than the Stated Maturity of the Indebtedness being refunded or refinanced; 
 (3) to the extent such Refinancing
Indebtedness refinances Indebtedness junior to the Securities or the Guarantee of such Restricted Subsidiary, as applicable, such Refinancing Indebtedness is junior to the Securities or the Guarantee of such Restricted Subsidiary, as applicable;

 (4) is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that
is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced plus premium and fees Incurred in connection with such
refinancing; 
 (5) shall not include (x) Indebtedness of a Restricted Subsidiary of Holdings that is not the Company or
a Guarantor that refinances Indebtedness of the Company or a Guarantor, or (y) Indebtedness of Holdings or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary; and 
 (6) in the case of any Refinancing Indebtedness Incurred to refinance Indebtedness outstanding under clause (iv) or (xx) of this
Section 4.03(b), shall be deemed to have been Incurred and to be outstanding under such clause (iv) or (xx) of this Section 4.03(b), as applicable, and not this clause (xiv) for purposes of determining amounts outstanding
under such clauses (iv) and (xx) of this Section 4.03(b); 
 provided, further, that subclauses (1) and
(2) of this clause (xiv) shall not apply to any refunding or refinancing of any Secured Indebtedness; 
 (xv)
Indebtedness or Disqualified Stock of Persons that are acquired by Holdings or any of its Restricted Subsidiaries or merged into a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that such
Indebtedness or Disqualified Stock is not Incurred in contemplation of such acquisition or merger or to provide all or a portion of the funds or credit support required to consummate such acquisition or merger; provided, further,
however, that after giving effect to such acquisition and the Incurrence of such Indebtedness either: 
 (1) Holdings
would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 
  

 -48- 








 (2) the Fixed Charge Coverage Ratio would be greater than immediately prior to such
acquisition; 
 (xvi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or
similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within two Business Days of its Incurrence; 
 (xvii) Indebtedness of Holdings or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit
Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (xviii) Contribution
Indebtedness; 
 (xix) Indebtedness of Foreign Subsidiaries not otherwise permitted hereunder, provided,
however, that the aggregate principal amount of Indebtedness Incurred under this clause (xix), when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (xix), does not
exceed the greater of (x) $250 million and (y) 10% of the consolidated assets of the Foreign Subsidiaries; and 
 (xx) Indebtedness of Holdings or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business.

 (c) Notwithstanding the foregoing, neither the Company nor any Guarantor may Incur any Indebtedness pursuant to Section 4.03(b) if
the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Indebtedness unless such Indebtedness shall be subordinated to the Securities or such Guarantor’s Guarantee,
as applicable, to at least the same extent as such Subordinated Indebtedness. For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more than one of the categories of
permitted Indebtedness described in clauses (i) through (xx) above or is entitled to be Incurred pursuant to Section 4.03(a), Holdings shall, in its sole discretion, classify or reclassify such item of Indebtedness in any manner that
complies with this Section 4.03 and such item of Indebtedness shall be treated as having been Incurred pursuant to only one of such clauses or pursuant to Section 4.03(a); provided that all Indebtedness under the Senior Credit
Facilities outstanding on the Issue Date shall be deemed to have been Incurred pursuant to clause (i) and Holdings shall not be permitted to reclassify all or any portion of such Indebtedness. Accrual of interest, the accretion of accreted
value, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class and increases in the amount of Indebtedness


  

 -49- 








 
outstanding solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an Incurrence of Indebtedness for purposes of
this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of
such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. 
 SECTION 4.04. Limitation on Restricted Payments. (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly: 
 (i) declare or pay any dividend or make any distribution on account of Holdings’ or any of its Restricted
Subsidiaries’ Equity Interests, including any payment made in connection with any merger or consolidation involving Holdings (other than (A) dividends or distributions by Holdings payable solely in Equity Interests (other than Disqualified
Stock) of Holdings; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than
a Wholly Owned Restricted Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); 
 (ii) purchase or otherwise acquire or retire for value any Equity Interests of Holdings, the Company or any direct or indirect parent
company of Holdings or the Company; 
 (iii) make any principal payment on, or redeem, repurchase, defease or otherwise
acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated
Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and
(B) Indebtedness permitted under clauses (vii) and (ix) of Section 4.03(b)); or 
 (iv) make any
Restricted Investment 
 (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as
“Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default or Event of Default shall
have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such
transaction on a pro forma basis, Holdings could Incur $1.00 of additional Indebtedness under Section 4.03(a); and 
  

 -50- 








 (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by Holdings and its Restricted Subsidiaries after the Existing Notes Issue Date (including Restricted Payments permitted by clauses (i), (viii), (xiii)(B) and (xvii) of Section 4.04(b), but excluding all other Restricted
Payments permitted by Section 4.04(b)), is less than the sum of, without duplication, 
 (A) 50% of the Consolidated Net
Income of Holdings for the period (taken as one accounting period) from October 1, 2003 to the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted
Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus 
 (B)
100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash, received by Holdings or the Company after the Existing Notes Issue Date from
the issue or sale of Equity Interests of Holdings or any direct or indirect parent company of Holdings or the Company (excluding Refunding Capital Stock, Designated Preferred Stock, Excluded Contributions and Disqualified Stock), including Equity
Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Subsidiary of Holdings or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries),
plus 
 (C) 100% of the aggregate amount of contributions to the capital of Holdings received in cash and the Fair Market
Value (as determined in accordance with the next succeeding sentence) of property other than cash after the Existing Notes Issue Date (other than Excluded Contributions, Refunding Capital Stock, Designated Preferred Stock, Disqualified Stock and the
Cash Contribution Amount), plus 
 (D) 100% of the aggregate amount received by Holdings or any Restricted Subsidiary in cash
and the Fair Market Value (as determined in accordance with the next succeeding sentence) of property other than cash received by Holdings or any Restricted Subsidiary from: 
 (I) the sale or other disposition (other than to Holdings or a Restricted Subsidiary of Holdings) of Restricted Investments made by
Holdings and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from Holdings and its Restricted Subsidiaries by any Person (other than Holdings or any of its Subsidiaries) and from repayments of loans or
advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (vii) or (x) of Section 4.04(b)), 
  

 -51- 








 (II) the sale (other than to Holdings or a Restricted Subsidiary of Holdings) of the
Capital Stock of an Unrestricted Subsidiary, or 
 (III) a distribution or dividend from an Unrestricted Subsidiary, plus

 (E) in the event any Unrestricted Subsidiary of Holdings has been redesignated as a Restricted Subsidiary or has been
merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or a Restricted Subsidiary of Holdings, in each case after the Existing Notes Issue Date, the Fair Market Value (as determined
in accordance with the next succeeding sentence) of the Investment of Holdings in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any
Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the designation of such Subsidiary as an
Unrestricted Subsidiary was made pursuant to clause (vii) or (x) of Section 4.04(b) or constituted a Permitted Investment). 
 The Fair Market Value of property other than cash covered by clauses (3)(B), (C), (D) and (E) of this Section 4.04(a) shall be determined in good faith by the Company and in the event of property with a Fair Market Value
in excess of $50 million, shall be set forth in a resolution approved by at least a majority of the Board of Directors of the Company. 
 (b) The provisions of Section 4.04(a) shall not prohibit: 
 (i) the payment of any dividend or distribution
within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture; 
 (ii) (A) the repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) of the Company, Holdings or any direct or indirect parent company of Holdings or the Company or
Subordinated Indebtedness of the Company or Holdings in exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of Holdings or any direct or indirect parent company of Holdings or the Company or contributions
to the equity capital of Holdings (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of Holdings or to an employee stock ownership plan or any trust established by Holdings or any of its Subsidiaries) (collectively,
including any such contributions, “Refunding Capital Stock”); and (B) the declaration and payment of accrued dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary
of Holdings or to an employee stock ownership plan or any trust established by Holdings or any of its Subsidiaries) of Refunding Capital Stock; 
  

 -52- 








 (iii) the redemption, repurchase or other acquisition or retirement of Subordinated
Indebtedness of the Company or Holdings made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company or Holdings which is Incurred in accordance with Section 4.03 so long as 

(A) the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so
redeemed, repurchased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired plus any fees
incurred in connection therewith), 
 (B) such Indebtedness is subordinated to the Securities at least to the same extent as
such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value, 
 (C) such
Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired, and 
 (D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of
the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 
 (iv) the repurchase, retirement or other
acquisition (or dividends to any direct or indirect parent company of Holdings or the Company to finance any such repurchase, retirement or other acquisition) for value of Equity Interests of the Company, Holdings or any direct or indirect parent
company of Holdings or the Company held by any future, present or former employee, director or consultant of the Company, Holdings, or any direct or indirect parent company of Holdings or the Company or any other Subsidiary of Holdings pursuant to
any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (iv) do not exceed
$15 million in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years); provided, further, however, that such amount in any calendar year may be
increased by an amount not to exceed: 
 (A) the cash proceeds received by Holdings or any of its Restricted Subsidiaries from
the sale of Equity Interests (other than Disqualified Stock) of the Company, Holdings or any direct or indirect parent company of Holdings or the Company (to the extent contributed to Holdings) to members of management, directors or consultants of
Holdings and its Restricted Subsidiaries or any direct or indirect parent company of Holdings or the Company that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other
acquisition or dividend shall not increase the amount available for Restricted Payments under Section 4.04(a)(3)); plus 
  

 -53- 








 (B) the cash proceeds of key man life insurance policies received by Holdings or any
direct or indirect parent company of Holdings or the Company (to the extent contributed to Holdings) and its Restricted Subsidiaries after the Issue Date; 
 (provided that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year); 
 (v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of Holdings or any
of its Restricted Subsidiaries issued or incurred in accordance with Section 4.03; 
 (vi) the declaration and payment of
dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends to any direct or indirect parent company of Holdings
or the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of Holdings or the Company
issued after the Issue Date; provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated
Preferred Stock, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, Holdings would have had a Fixed Charge Coverage Ratio of at least 2.25 to 1.00 and (B) the aggregate amount of dividends
declared and paid pursuant to this clause (vi) does not exceed the net cash proceeds actually received by Holdings or the Company from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

 (vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other
Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed $50 million at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); 
 (viii) the payment of dividends on Holdings’ common stock (or the payment of
dividends to any direct or indirect parent of Holdings or the Company, as the case may be, to fund the payment by any direct or indirect parent of Holdings or the Company, as the case may be, of dividends on such entity’s common stock) of up to
6.0% per annum of the net proceeds received by Holdings or the Company from any public offering of common stock or contributed to Holdings or the Company by any direct or indirect parent of Holdings or the Company from any public offering of
common stock; 
  

 -54- 








 (ix) Investments that are made with Excluded Contributions; 
 (x) other Restricted Payments in an aggregate amount not to exceed 3% of Total Assets at the time of such Restricted Payment; 

(xi) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings or a Restricted
Subsidiary of Holdings by, Unrestricted Subsidiaries; 
 (xii) (A) with respect to each tax year or portion thereof that
Holdings qualifies as a Flow Through Entity, the distribution by Holdings to the holders of Capital Stock of Holdings of an amount equal to the product of (i) the amount of aggregate net taxable income of Holdings allocated to the holders of
Capital Stock of Holdings for such period and (ii) the Presumed Tax Rate for such period; and (B) with respect to any tax year or portion thereof that Holdings does not qualify as a Flow Through Entity, the payment of dividends or other
distributions to any direct or indirect parent company of Holdings in amounts required for such parent company to pay federal, state or local income taxes (as the case may be) imposed directly on such parent company to the extent such income taxes
are attributable to the income of Holdings and its Restricted Subsidiaries (including, without limitation, by virtue of such parent company being the common parent of a consolidated or combined tax group of which Holdings and/or its Restricted
Subsidiaries are members); provided, however, that in each case the amount of such payments in respect of any tax year does not exceed the amount that Holdings and its Restricted Subsidiaries would have been required to pay in respect
of federal, state or local taxes (as the case may be) in respect of such year if Holdings and its Restricted Subsidiaries paid such taxes directly as a stand-alone taxpayer (or stand-alone group); 
 (xiii) the payment of dividends, other distributions or other amounts by Holdings or the Company, if applicable: 
 (A) in amounts equal to the amounts required for any direct parent of Holdings or the Company, if applicable, to pay fees and expenses
(including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to officers and employees of any direct parent of Holdings or the Company, if applicable, and general corporate
overhead expenses of any direct parent of Holdings or the Company, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of Holdings or the Company, if applicable, and their respective
Subsidiaries; and 
 (B) dividends paid to any direct parent of Holdings or the Company, if applicable, in amounts equal to
amounts required for any direct parent of Holdings or the Company, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to Holdings or any of its Restricted Subsidiaries and that has been
guaranteed by, or is otherwise considered Indebtedness of, Holdings Incurred in accordance with Section 4.03; 
  

 -55- 








 (xiv) cash dividends or other distributions on Holdings’ Capital Stock used to, or
the making of loans to any direct or indirect parent of Holdings to, fund the payment of fees and expenses owed by Holdings, the Company or any direct or indirect parent company of Holdings or the Company, as the case may be, or Restricted
Subsidiaries of Holdings to Affiliates, in each case to the extent permitted by Section 4.07; 
 (xv) repurchases of
Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; 
 (xvi) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing; 
 (xvii) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness, including, without
limitation, the Senior Subordinated Notes, pursuant to provisions similar to those described under Sections 4.06 and 4.08; provided that all Securities tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer,
as applicable, have been repurchased, redeemed or acquired for value; and 
 (xviii) the payment of dividends, other
distributions or other amounts by Holdings or the Company to Nalco Finance or Nalco Finance Holdings Inc. to allow Nalco Finance or Nalco Finance Holdings Inc. to make payments of interest and principal on the Discount Notes; provided,
however, that with respect to any such payments on or prior to December 31, 2011, Holdings or the Company shall only be allowed to make any such payments with the net proceeds of Indebtedness if (x) such Indebtedness is Subordinated
Indebtedness or (y) the Total Leverage Ratio of Holdings for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is
Incurred would have been less than 4.00 to 1.00 determined on a pro forma basis (including giving effect to the Incurrence of such Indebtedness); 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (vi), (vii), (x), (xi), (xvii) and (xviii) of this Section 4.04(b), no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) As of the Issue Date, all of Holdings’
Subsidiaries shall be Restricted Subsidiaries. Holdings shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the definition of “Unrestricted Subsidiary.” For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Holdings and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary 

  

 -56- 








 
so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of
“Investments.” Such designation shall only be permitted if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Notwithstanding the
foregoing, Holdings may not at any time designate the Company as an Unrestricted Subsidiary for any purpose under this Indenture or the Securities. 
 SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. Holdings shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 
 (a)
(i) pay dividends or make any other distributions to Holdings or any of its Restricted Subsidiaries (1) on its Capital Stock; or (2) with respect to any other interest or participation in, or by, its profits; or (ii) pay any
Indebtedness owed to Holdings or any of its Restricted Subsidiaries; 
 (b) make loans or advances to Holdings or any of its
Restricted Subsidiaries; or 
 (c) sell, lease or transfer any of its properties or assets to Holdings or any of its
Restricted Subsidiaries; 
 except in each case for such encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the other
Senior Credit Documents; 
 (2) this Indenture, the Securities, the Senior Subordinated Notes and the indenture relating to
the Senior Subordinated Notes; 
 (3) applicable law or any applicable rule, regulation or order; 
 (4) any agreement or other instrument relating to Indebtedness of a Person acquired by Holdings or any Restricted Subsidiary which was in
existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; 
 (5) any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing
of such sale or disposition; 
  

 -57- 








 (6) Secured Indebtedness otherwise permitted to be Incurred pursuant to
Sections 4.03 and 4.12 that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (7)
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 
 (8) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; 
 (9) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed
in clause (c) above on the property so acquired; 
 (10) customary provisions contained in leases and other similar
agreements entered into in the ordinary course of business that impose restrictions of the type described in clause (c) above on the property subject to such lease; 
 (11) any encumbrance or restriction of a Receivables Subsidiary effected in connection with a Qualified Receivables Financing;
provided, however, that such restrictions apply only to such Receivables Subsidiary; 
 (12) other Indebtedness
of any Restricted Subsidiary of Holdings (i) that is the Company or a Guarantor that is Incurred subsequent to the Issue Date pursuant to Section 4.03 or (ii) that is Incurred by a Foreign Subsidiary of Holdings subsequent to the
Issue Date pursuant to clauses (iv), (xii) or (xx) of Section 4.03(b); or 
 (13) any encumbrances or
restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or
obligations referred to in clauses (1) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the
Company, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement,
refunding, replacement or refinancing. 
 SECTION 4.06. Asset Sales. (a) Holdings shall not, and shall not permit any of its
Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) Holdings or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined
in good faith by the Company) of the assets sold or otherwise disposed of and (y) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Holdings or such Restricted Subsidiary, as the case may be,
is in the form of Cash Equivalents; provided that the amount of: 
 (i) any liabilities (as shown on Holdings’ or
such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of Holdings or any Restricted Subsidiary of Holdings (other than liabilities that are by their terms subordinated to the Securities) that are assumed by the
transferee of any such assets, 
  

 -58- 








 (ii) any notes or other obligations or other securities or assets received by Holdings or
such Restricted Subsidiary of Holdings from such transferee that are converted by Holdings or such Restricted Subsidiary of Holdings into cash within 180 days of the receipt thereof (to the extent of the cash received), and 
 (iii) any Designated Non-cash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an
aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated
Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) 
 shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). 
 (b) Within 365 days after Holdings’ or any Restricted Subsidiary of Holdings’ receipt of the Net Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary may apply the Net Proceeds from such
Asset Sale, at its option: 
 (i) to permanently reduce Obligations, other than Indebtedness owed to Holdings or an Affiliate
of Holdings, under (A) the Senior Credit Facilities and other Obligations secured by a Lien which is permitted by this Indenture (and, in the case of revolving Obligations, to correspondingly reduce commitments with respect thereto) or
(B) other Pari Passu Indebtedness (provided that if the Company or any Guarantor shall so reduce Obligations under other Pari Passu Indebtedness, other than the Senior Notes, the Company shall equally and ratably reduce Obligations under
the Securities by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest the pro rata
principal amount of Securities) or (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, 
 (ii) to an
investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of Holdings), or capital
expenditures, in each case used or useful in a Similar Business, and/or 
 (iii) to make an investment in any one or more
businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of Holdings), properties or assets that replace the
properties and assets that are the subject of such Asset Sale. 
  

 -59- 








 Pending the final application of any such Net Proceeds, Holdings or such Restricted Subsidiary of Holdings may
temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale that are not applied as provided and within the
time period set forth in the first sentence of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause (i) above, shall be deemed to have been
invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20 million, the Company shall make an offer to all Holders of Securities (an
“Asset Sale Offer”) to purchase the maximum principal amount of Securities that is an integral multiple of $2,000, that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds
within ten Business Days after the date that Excess Proceeds exceeds $20 million by mailing the notice required pursuant to the terms of Section 4.06(f), with a copy to the Trustee. To the extent that the aggregate amount of Securities
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (c) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such
laws or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the
Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 
 (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company shall deliver to
the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such
allocation with the provisions of Section 4.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company or a Wholly Owned Restricted Subsidiary is acting as a Paying Agent,
segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Company, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the
expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the
Company to the Trustee is greater than the purchase price of the Securities tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with Section 4.06.

  

 -60- 








 (e) Holders electing to have a Security purchased shall be required to surrender the Security, with an
appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later
than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered by the Holder for purchase and a statement that such
Holder is withdrawing his election to have such Security purchased. If at the end of the Offer Period more Securities are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Securities for purchase
shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed, or if such Securities are not so listed, on a pro rata basis, by lot or by such other method
as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $1,000 shall be purchased in part. 
 (f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase
date to each Holder of Securities at such Holder’s registered address. If any Security is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that is to be
purchased. 
 (g) A new Security in principal amount equal to the unpurchased portion of any Security purchased in part shall be issued in
the name of the Holder thereof upon cancellation of the original Security. On and after the purchase date, unless the Company defaults in payment of the purchase price, interest shall cease to accrue on Securities or portions thereof purchased.

 SECTION 4.07. Transactions with Affiliates. (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Holdings (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $5.0 million,
unless: 
 (i) such Affiliate Transaction is on terms that are not materially less favorable to Holdings or the relevant
Restricted Subsidiary than those that could have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person; and 
  

 -61- 








 (ii) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $20 million, the Company delivers to the Trustee a resolution adopted in good faith by the majority of the Board of Directors of the Company or Holdings, approving such Affiliate
Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. 
 (b) The provisions of Section 4.07(a) shall not apply to the following: 
 (i) (A) transactions between or among
Holdings and/or any of its Restricted Subsidiaries and (B) any merger of Holdings and any direct parent company of Holdings; provided that such parent company shall have no material liabilities and no material assets other than cash,
Cash Equivalents and the Capital Stock of Holdings and such merger is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; 
 (ii) Restricted Payments permitted by Section 4.04; 
 (iii) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or
consultants of Holdings or any Restricted Subsidiary or any direct or indirect parent company of Holdings or the Company; 
 (iv) transactions in which Holdings or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Holdings or such Restricted
Subsidiary from a financial point of view or meets the requirements of clause (i) of Section 4.07(a); 
 (v)
payments or loans to employees or consultants in the ordinary course of business which are approved by a majority of the Board of Directors of the Company or Holdings in good faith; 
 (vi) any agreement (other than with the Sponsors) as in effect as of the Issue Date or any amendment thereto (so long as any such
agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Securities in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated
thereby; 
 (vii) the existence of, or the performance by Holdings or any of its Restricted Subsidiaries of its obligations
under the terms of any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto or similar agreements which it may enter into
thereafter; provided, however, that the existence of, or the performance by Holdings or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing agreement or under any similar agreement
entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more
disadvantageous to the Holders of the Securities in any material respect than the original agreement as in effect on the Issue Date; 
  

 -62- 








 (viii) (A) transactions with customers, clients, suppliers or purchasers or sellers
of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to Holdings and its Restricted Subsidiaries in the reasonable determination of the Board of Directors
or the senior management of the Company, and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries for the purchase
or sale of chemicals, equipment and services entered into in the ordinary course of business and in a manner consistent with past practice; 
 (ix) any transaction effected as part of a Qualified Receivables Financing; and 
 (x) the
issuance of Equity Interests (other than Disqualified Stock) of the Company or Holdings to any Permitted Holder or to any director, officer, employee or consultant of the Company or Holdings or any direct or indirect parent company of the Company or
Holdings. 
 SECTION 4.08. Change of Control. 
 (a) Upon a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms
contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase any Securities pursuant to this Section 4.08 in the event that
it has exercised its right to redeem such Securities in accordance with Article 3 of this Indenture. In the event that at the time of such Change of Control the terms of the Credit Facilities restrict or prohibit the repurchase of Securities
pursuant to this Section 4.08, then prior to the mailing of the notice to the Holders provided for in Section 4.08(b) but in any event within 30 days following any Change of Control, the Company shall (i) repay in full all Credit
Facilities, or (ii) obtain the requisite consent, if required, under the Credit Facilities to permit the repurchase of the Securities as provided for in Section 4.08(b). 
 (b) Within 30 days following any Change of Control, except to the extent that the Company has exercised its right to redeem the Securities in
accordance with Article 3 of this Indenture, the Company shall mail a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating: 
 (i) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase all or a portion of such
Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase (subject to the right of the Holders of record on the relevant record date to receive
interest on the relevant interest payment date); 
  

 -63- 








 (ii) the circumstances and relevant facts and financial information regarding such Change
of Control; 
 (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such
notice is mailed); and 
 (iv) the instructions determined by the Company, consistent with this Section, that a Holder must
follow in order to have its Securities purchased. 
 (c) Holders electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The Holders shall be entitled to withdraw their election if the Trustee or the Company
receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities
surrendered. 
 (d) On the purchase date, all Securities purchased by the Company under this Section shall be delivered to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto. 
 (e)
Notwithstanding the foregoing provisions of this Section, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in Section 4.08(b) applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer. 
 (f) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’
Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section 4.08. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or
through an agent, mails or delivers payment therefor to the surrendering Holder. 
 (g) Prior to any Change of Control Offer, the Company
shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with. 
  

 -64- 








 (h) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section,
the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. 
 SECTION 4.09. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA.

 SECTION 4.10. Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 4.11. Future Guarantors. Holdings shall cause each Restricted Subsidiary that is a Domestic Subsidiary (unless such Subsidiary is a Receivables Subsidiary) that: 
 (a) guarantees any Indebtedness of Holdings or any of its Restricted Subsidiaries; or 
 (b) Incurs any Indebtedness or issues any shares of Disqualified Stock permitted to be Incurred or issued pursuant to clause (i) or
(xii) of Section 4.03(b) or not permitted to be Incurred by such Section 
 to execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit D pursuant to which such Subsidiary shall guarantee payment of the Securities. 
 SECTION 4.12.
Liens. (a) Holdings shall not, and shall not permit the Company to, directly or indirectly, create, Incur or suffer to exist any Lien on any asset or property of Holdings or the Company, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, that secures any obligations of Holdings or the Company unless the Securities are equally and ratably secured with (or on a senior basis to, in the case of obligations subordinated in right of payment to
the Securities) the obligations so secured or until such time as such obligations are no longer secured by a Lien. The preceding sentence shall not require Holdings or the Company to secure the Securities if the Lien consists of a Permitted Lien.

  

 -65- 








 (b) No Guarantor shall directly or indirectly create, Incur or suffer to exist any Lien on any asset or
property of such Guarantor or any income or profits therefrom, or assign or convey any right to receive income therefrom, that secures any obligation of such Guarantor unless the Guarantee of such Guarantor is equally and ratably secured with (or on
a senior basis to, in the case of obligations subordinated in right of payment to such Guarantor’s Guarantee) the obligations so secured or until such time as such obligations are no longer secured by a Lien. The preceding sentence shall not
require any Guarantor to secure its Guarantee if the Lien consists of a Permitted Lien. 
 SECTION 4.13. Maintenance of Office or
Agency. (a) The Company shall 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 or Registrar) where Securities may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the corporate trust office of the Trustee as set forth in Section 11.02. 
 (b) The Company may also from time to time
designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the 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 shall give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency. 
 (c) The Company hereby designates the
corporate trust office of the Trustee or its Agent, in the Borough of Manhattan, The City of New York, as such office or agency of the Company in accordance with Section 2.04. 
 SECTION 4.14. Discharge and Suspension of Covenants. 
 (a) If on any date following the Issue Date (i) the Securities have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence
of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), Section 4.03 hereof, Section 4.04 hereof, Section 4.05 hereof,
Section 4.06 hereof, Section 4.07 hereof, and clause (iv) of Section 5.01 hereof (collectively, the “Suspended Covenants”) shall no longer be applicable to such Securities. 
 (b) In the event that Holdings and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time
pursuant to Section 4.14(a) (any such period, a “Suspension Period”), and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (1) withdraw their Investment Grade Rating or
downgrade the rating assigned to the Securities below an Investment Grade Rating and/or (2) Holdings or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated,
such transaction (alone or 

  

 -66- 








 
together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade
the ratings assigned to the Securities below an Investment Grade Rating, then Holdings and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including,
without limitation, a proposed transaction described in clause (2) above. 
 (c) Upon the occurrence of a Covenant Suspension Event, the
amount of Excess Proceeds from Net Proceeds shall be reset at zero. 
 (d) In the event of any reinstatement of the Suspended Covenants
pursuant to Section 4.14(b), no action taken or omitted to be taken by Holdings or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to any
Securities; provided that (1) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made shall be calculated as though Section 4.04 hereof had been in effect prior to, but not
during the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to Holdings’ right to
subsequently designate them as Unrestricted Subsidiaries in compliance with Section 4.04 hereof and the definition of “Unrestricted Subsidiary” hereunder) and (2) all Indebtedness incurred, or Disqualified Stock or Preferred
Stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to clause (iii) of Section 4.03(b) hereof. 
 (e) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Suspension Event or facts or events that would require the reinstatement of Suspended Covenants under
this Section 4.14. 
 ARTICLE 5 
 SUCCESSOR COMPANY 
 SECTION 5.01. When Company May Merge or Transfer Assets. (a) The
Company shall not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to, any Person unless: 
 (i) the Company is the surviving corporation or the Person formed
by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company
organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”); 
  

 -67- 








 (ii) the Successor Company (if other than the Company) expressly assumes all the
obligations of the Company under this Indenture and the Securities pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor
Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be
continuing; 
 (iv) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the
beginning of the applicable four-quarter period, either 
 (A) the Successor Company would be permitted to Incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or 
 (B)
the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for Holdings and its Restricted Subsidiaries immediately prior to such transaction; 
 (v) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that
its Guarantee shall apply to such Person’s obligations under this Indenture and the Securities; and 
 (vi) the Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures (if any) comply with this Indenture. 
 The Successor Company shall succeed to, and be substituted for, the Company under this Indenture and the Securities. Notwithstanding the foregoing
clauses (iii) and (iv) of this Section 5.01, (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company or to another Restricted Subsidiary, and (b) the
Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another state of the United States so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased
thereby. 
 (b) Subject to the provisions of Section 10.02(b) (which govern the release of a Guarantee upon the sale or disposition of a
Restricted Subsidiary of Holdings that is a Guarantor), each Guarantor shall not, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless: 
 (i) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such
Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state
thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”); 
  


 -68- 








 (ii) the Successor Guarantor (if other than such Guarantor) expressly assumes all the
obligations of such Guarantor under this Indenture and such Guarantors’ Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (iii) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor
Guarantor or any of its Subsidiaries as a result of such transaction as having been Incurred by the Successor Guarantor or such Subsidiary at the time of such transaction) no Default or Event of Default shall have occurred and be continuing; and

 (iv) the Successor Guarantor (if other than such Guarantor) shall have delivered or caused to be delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture. 
 The Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee.
Notwithstanding the foregoing, (1) a Guarantor may merge with an Affiliate incorporated or organized solely for the purpose of reincorporating or reorganizing such Guarantor in another state of the United States, so long as the amount of
Indebtedness of the Guarantor is not increased thereby, (2) Holdings may merge with the Company, (3) a Guarantor may merge with another Guarantor or the Company and (4) a Guarantor may covert into a corporation, partnership, limited
partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor. 
 Notwithstanding the foregoing, any Guarantor (other than Holdings) may consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets
(collectively, a “Transfer”) to, any Restricted Subsidiary of the Company that is not a Guarantor; provided that at the time of each such Transfer the aggregate amount of all such Transfers since the Issue Date shall not exceed 5%
of the consolidated assets of the Company and the Guarantors as shown on the most recent available balance sheet of Holdings and the Restricted Subsidiaries after giving effect to each such Transfer and including all Transfers occurring from and
after the Issue Date. 
  

 -69- 








 ARTICLE 6 
 DEFAULTS AND REMEDIES 
 SECTION 6.01. Events of Default. An “Event of Default”
occurs if: 
 (a) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and
such default continues for a period of 30 days, 
 (b) the Company defaults in the payment of principal or premium, if
any, of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, 
 (c) the Company fails to comply with its obligations under Section 5.01, 
 (d) Holdings
or any of its Restricted Subsidiaries fails to comply with any of its obligations under the covenants set forth in Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11 and 4.12 (in each case, other than a failure to purchase Securities when
required under Section 4.06 or 4.08) and such failure continues for 30 days after the notice specified below, 
 (e)
Holdings or any of its Restricted Subsidiaries fails to comply with any of its agreements in the Securities or this Indenture (other than those referred to in (a), (b), (c), or (d) above) and such failure continues for 60 days after the
notice specified below, 
 (f) Holdings, the Company or any Significant Subsidiary fails to pay any Indebtedness (other than
Indebtedness owing to Holdings or a Restricted Subsidiary of Holdings) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, in each case, if the total
amount of such Indebtedness unpaid or accelerated exceeds $50 million or its foreign currency equivalent, 
 (g)
Holdings, the Company or any Significant Subsidiary of Holdings pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case; 
 (ii) consents to the entry of an order for relief against it in an involuntary
case; 
 (iii) consents to the appointment of a Custodian of it or for any substantial part of its property; or 
 (iv) makes a general assignment for the benefit of its creditors or takes any comparable action under any foreign laws relating to
insolvency, 
  

 -70- 








 (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: 
 (i) is for relief against Holdings, the Company or any Significant Subsidiary of Holdings in an involuntary case;

 (ii) appoints a Custodian of Holdings, the Company or any Significant Subsidiary of Holdings or for any substantial part of
its property; or 
 (iii) orders the winding up or liquidation of Holdings, the Company or any Significant Subsidiary of
Holdings; 
 or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days,

 (i) Holdings, the Company or any Significant Subsidiary fails to pay final judgments aggregating in excess of
$50 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days following the entry
thereof, or 
 (j) the Guarantee of Holdings or any Guarantee of a Significant Subsidiary ceases to be in full force and
effect (except as contemplated by the terms thereof) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues for 10 days after the notice specified below. 
 The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 
 The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law. 
 A Default under clause (d) or (e) above shall not constitute
an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company and the Trustee of the Default and the Company does not cure such Default within the time
specified in clauses (d) or (e) above after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. The Company shall deliver to the Trustee,
within five (5) Business Days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its
status and what action the Company is taking or proposes to take with respect thereto. 
  

 -71- 








 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in
Section 6.01(g) or (h) with respect to Holdings or the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of outstanding Securities by notice to the Company and the
Trustee, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default
specified in Section 6.01(g) or (h) with respect to Holdings or the Company occurs, the principal of, premium, if any, and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right
consequent thereto. 
 In the event of any Event of Default specified in Section 6.01(f), such Event of Default and all consequences
thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 20 days after such Event of Default arose the
Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal
amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events. 
 SECTION 6.03. Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce
any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of
Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults.
Provided the Securities are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the Securities by notice to the Trustee may waive an existing Default and its consequences except
(a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (c) a Default in respect of
a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Company, the Trustee and the Holders will be restored to their former positions and rights
under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 
  

 -72- 








 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities
may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all
losses and expenses caused by taking or not taking such action. 
 SECTION 6.06. Limitation on Suits. (a) Except to enforce the
right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless: 
 (i) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 
 (ii) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the remedy;

 (iii) such Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to it against any loss,
liability or expense; 
 (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the
offer of security or indemnity; and 
 (v) the Holders of a majority in principal amount of the Securities do not give the
Trustee a direction inconsistent with the request during such 60-day period. 
 (b) A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another Holder. 
 SECTION 6.07. Rights of the Holders to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in the
Securities, 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(a) or (b) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to the extent
lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided for in Section 7.07. 
  

 -73- 








 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or
such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Company or any Guarantor, their creditors or their property, shall be entitled to participate as
a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the
following order: 
 FIRST: to the Trustee for amounts due under Section 7.07; 
 SECOND: to Holders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 
 THIRD: to the Company or, to the extent the Trustee collects any amount for any Subsidiary Guarantor, to such Subsidiary Guarantor. 
 The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record
date, the payment date and amount to be paid. 
 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities. 
  

 -74- 








 SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Company nor any Guarantor (to the
extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE 7 
 TRUSTEE 
 SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) the Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the
Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c)
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section; 
 (ii)
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; 
  

 -75- 








 (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05; and 
 (iv) no provision of
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

 (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

 (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 (g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to
the provisions of this Section and to the provisions of the TIA. 
 SECTION 7.02. Rights of Trustee. (a) The Trustee may
conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel. 
 (c) The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The
Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute
willful misconduct or negligence. 
 (e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel. 
 (f) The Trustee shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless 

  

 -76- 








 
requested in writing to do so by the Holders of not less than a majority in principal amount of the Securities at the time outstanding, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney, at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation. 
 (g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request
or direction. 
 (h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (i) In the event the Company is required to pay Additional Interest, the Company will provide written notice to the Trustee of the Company’s
obligation to pay Additional Interest no later than 15 days prior to the next interest payment date, which notice shall set forth the amount of the Additional Interest to be paid by the Company. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 SECTION 7.03. Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
 SECTION 7.04.
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee or the Securities, it shall not be accountable for the Company’s use of the
proceeds from the Securities, and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the
Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), (d), (e), (f), (i) or (j) or of the identity of any Significant Subsidiary unless
either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received notice thereof in accordance with Section 11.02 hereof from the Company, any Guarantor or any Holder. 
  

 -77- 








 SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is actually
known to the Trustee, the Trustee shall mail to each Holder notice of the Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of the Holders. 
 SECTION 7.06. Reports by Trustee to the Holders. As promptly as practicable after each
September 30 beginning with the September 30 following the date of this Indenture, and in any event prior to September 30 in each year, the Trustee shall mail to each Holder a brief report dated as of such September 30 that
complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA. 
 A copy of each report at the time of its mailing to the Holders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting thereof. 
 SECTION 7.07. Compensation and Indemnity.
The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and each Guarantor, jointly and severally shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including
reasonable attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee
against the Company or a Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person). The Trustee shall notify the Company of
any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations
hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and the Guarantors, as
applicable shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified
parties’ reasonable judgment, there is no conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss,
liability or expense incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. 
  

 -78- 








 To secure the Company’s and the Guarantors’ payment obligations in this Section, the Trustee
shall have a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 
 The Company’s and the Guarantors’ payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture,
any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(g) or (h) with respect to Holdings or the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 
 SECTION 7.08. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Company. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 
 (i) the Trustee fails to comply with Section 7.10; 
 (ii) the Trustee is adjudged bankrupt or insolvent; 
 (iii) a receiver or other public officer takes charge of the Trustee or its property; or 
 (iv) the Trustee otherwise becomes incapable of acting. 
 (b) If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy
exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 
 (c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.07. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition at the
expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. 
 (e) If the Trustee fails to comply
with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  

 -79- 








 (f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor Trustee by
Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee. 
 In case at the time such successor or successors by merger, conversion or
consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the
TIA. The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for
a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued
under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met. 
 SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall
comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

 ARTICLE 8 
 DISCHARGE
OF INDENTURE; DEFEASANCE 
 SECTION 8.01. Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and
shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities, as expressly provided for in this Indenture) as to all outstanding Securities: 
 (a) when (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 which
have been replaced or paid and Securities 

  

 -80- 








 
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities (a) have become due and payable, (b) will become due and payable at their stated maturity within one year or (c) if
redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the
Company has irrevocably deposited or caused to be deposited with the Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public
accountants delivered to the Trustee (which delivery shall only be required if Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation,
for principal of, premium, if any, and interest on the Securities to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case
may be; 
 (b) the Company and/or the Guarantors have paid all other sums payable under this Indenture; and 
 (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 
 Subject to
Sections 8.01(c) and 8.02, the Company at any time may terminate (i) all of its obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under
Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11 and 4.12 and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect
to Significant Subsidiaries of the Company only), 6.01(i) and 6.01(j) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event
that the Company terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its
Guarantee of such Securities shall be terminated simultaneously with the termination of such obligations. 
 If the Company exercises its
legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an
Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) or 6.01(j) or
because of the failure of the Company to comply with Section 5.01. 
  

 -81- 








 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall
acknowledge in writing the discharge of those obligations that the Company terminates. 
 (d) Notwithstanding clauses (a) and
(b) above, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections
7.07, 8.05 and 8.06 shall survive such satisfaction and discharge. 
 SECTION 8.02. Conditions to Defeasance. (a) The Company may
exercise its legal defeasance option or its covenant defeasance option only if: 
 (i) the Company irrevocably deposits in
trust with the Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient or Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient,
to pay the principal of, and premium (if any) and interest on the applicable Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such redemption date; 
 (ii) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their
opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be
sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; 
 (iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(g) or (h) with respect to the Company occurs which is continuing at the end of the
period; 
 (iv) the deposit does not constitute a default under any other agreement binding on the Company; 
 (v) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute,
or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
 (vi) in the case of the legal
defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; 
  

 -82- 








 (vii) in the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; and 
 (viii)
the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this
Article 8 have been complied with. 
 (b) Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for
the redemption of such Securities at a future date in accordance with Article 3. 
 SECTION 8.03. Application of Trust Money. The
Trustee shall hold in trust money or Government Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from Government Obligations through each Paying Agent and in
accordance with this Indenture to the payment of principal of and interest on the Securities so discharged or defeased. 
 SECTION 8.04.
Repayment to Company. Each of the Trustee and each Paying Agent shall promptly turn over to the Company upon request any money or Government Obligations held by it as provided in this Article which, in the written opinion of nationally
recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to
effect an equivalent discharge or defeasance in accordance with this Article. 
 Subject to any applicable abandoned property law, the
Trustee and each Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company
for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies. 
 SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Obligations or the principal and
interest received on such Government Obligations. 
  

 -83- 








 SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or
Government Obligations in accordance with this Article 8 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 obligations under this Indenture and the Securities so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted
to apply all such money or Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of principal of or interest on, any such Securities because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Obligations held by the Trustee or any Paying Agent. 
 ARTICLE 9 
 AMENDMENTS AND WAIVERS

 SECTION 9.01. Without Consent of the Holders. The Company and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Holder: 
 (i) to cure any ambiguity, omission, defect or inconsistency; 
 (ii) to comply with Article 5; 
 (iii) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of
Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 
 (iv) to add additional Guarantees with respect to the Securities or to secure the Securities; 
 (v) to add to the covenants of the Company or Holdings for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or Holdings; 
 (vi) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of, this Indenture under the
TIA; 
 (vii) to make any change that does not adversely affect the rights of any Holder; or 
 (viii) to provide for the issuance of the Exchange Securities or Additional Securities, which shall have terms substantially identical in
all material respects to the Initial Securities, and which shall be treated, together with any outstanding Initial Securities, as a single issue of securities. 
  

 -84- 








 After an amendment under this Section 9.01 becomes effective, the Company shall mail to Holders a
notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01. 
 SECTION 9.02. With Consent of the Holders. (a) The Company and the Trustee may amend this Indenture or the Securities with the written
consent of the Holders of at least a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the
consent of each Holder of an outstanding Security affected, an amendment may not: 
 (i) reduce the amount of Securities whose
Holders must consent to an amendment, 
 (ii) reduce the rate of or extend the time for payment of interest on any Security,

 (iii) reduce the principal of or change the Stated Maturity of any Security, 
 (iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance
with Article 3, 
 (v) make any Security payable in money other than that stated in such Security, 
 (vi) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, 
 (vii) expressly subordinate the Securities or any Guarantee to any other Indebtedness of the Company or any Guarantor, or 
 (viii) modify the Guarantees in any manner adverse to the Holders. 
 It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. 
 (b) After an amendment under this Section 9.02 becomes effective,
the Company shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

 SECTION 9.03. Compliance with Trust Indenture Act. From the date on which this Indenture is qualified under the TIA, every
amendment, waiver or supplement to this Indenture or the Securities shall comply with the TIA as then in effect. 
  

 -85- 








 SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A consent to an amendment or
a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not
made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date on which the Trustee
receives an Officers’ Certificate from the Company certifying that the requisite principal amount of Securities have consented. After an amendment or waiver becomes effective, it shall bind every Holder. An amendment or waiver becomes effective
upon the (i) receipt by the Company or the Trustee of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental
hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Company and the Trustee. 
 (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled
to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such
record date. 
 SECTION 9.05. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a
Security, the Company may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the
validity of such amendment, supplement or waiver. 
 SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment,
supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating
that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Company and the Guarantors, enforceable against them in accordance
with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). 
  

 -86- 








 SECTION 9.07. Payment for Consent. Neither Holdings nor any Affiliate of Holdings shall, directly
or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 SECTION 9.08. Additional Voting Terms; Calculation of Principal Amount. Except as provided in the proviso to the first sentence of
Section 9.02(a), all Securities issued under this Indenture shall vote and consent together on all matters (as to which any of such Securities may vote) as one class and no series of Securities will have the right to vote or consent as a
separate class on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Securities have concurred in any direction, waiver or consent shall be made in accordance with this Article Nine and Section 2.14.

 ARTICLE 10 
 GUARANTEES 
 SECTION 10.01. Guarantees. (a) Each Guarantor hereby jointly and severally, irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption
or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary
obligations of the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under
this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation. 
 (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice
of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities or
any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (iv) the release of any security held by any Holder or the Trustee for
the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except
as provided in Section 10.02(b). 
  

 -87- 








 (c) Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder
divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as
payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company
be sued prior to an action being initiated against such Guarantor. 
 (d) Each Guarantor further agrees that its Guarantee herein constitutes
a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

 (e) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure
or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise
operate as a discharge of any Guarantor as a matter of law or equity. 
 (f) Each Guarantor agrees that its Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 
 (g) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or
comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to 

  

 -88- 








 
the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but
only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee. 
 (h) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor
further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed
Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01. 
 (i) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or
any Holder in enforcing any rights under this Section 10.01. 
 (j) Upon request of the Trustee, each Guarantor shall execute and
deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 
 SECTION 10.02. Limitation on Liability. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally. 
 (b) A Guarantee as to any Subsidiary Guarantor shall terminate and be of no further force or
effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article 10 upon: 
 (i)
the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or
all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition or other transfer is made in compliance with this Indenture, 
 (ii) Holdings designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under
Section 4.04 and the definition of “Unrestricted Subsidiary,” 
  

 -89- 








 (iii) in the case of any Restricted Subsidiary which after the Issue Date is required to
guarantee the Securities pursuant to Section 4.11, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of Holdings or any Restricted Subsidiary of Holdings or such Restricted Subsidiary or the repayment of
the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Securities, and 
 (iv) in the case of clause (b)(i) above, such Subsidiary Guarantor being released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Senior Credit Facilities and any other
Indebtedness of Holdings or any Restricted Subsidiary of Holdings. 
 A Guarantee also shall be automatically released upon the applicable
Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Credit Facilities or other exercise of remedies in respect thereof or if such Subsidiary is released from its guarantees of, and all
pledges and security interests granted in connection with, the Senior Credit Facilities and any other Indebtedness of Holdings or any Restricted Subsidiary of Holdings which results in the obligation to guarantee the Securities. 
 SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 
 SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise. 
 SECTION 10.05.
Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand
in the same, similar or other circumstances. 
 SECTION 10.06. Execution of Supplemental Indenture for Future Guarantors. Each
Subsidiary and other Person which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Subsidiary or
other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to 
  

 -90- 








 
the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and
delivered by such Subsidiary or other Person and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of
equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters
as the Trustee may reasonably request. 
 SECTION 10.07. Non-Impairment. The failure to endorse a Guarantee on any Security shall not
affect or impair the validity thereof. 
 ARTICLE 11 
 MISCELLANEOUS 
 SECTION 11.01. Trust Indenture Act Controls. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 318 of the TIA, inclusive, such
imposed duties or incorporated provision shall control. 
 SECTION 11.02. Notices. (a) Any notice or communication required or
permitted hereunder shall be in writing and delivered in person, via facsimile or mailed by first-class mail addressed as follows: 
 if to
the Company or a Guarantor: 
 Nalco Company 
 1601 W. Diehl Road 
 Naperville, Illinois 60563 
 Attention of: Chief Financial Officer 
 Facsimile: (630) 305-2937 
 if to the Trustee: 
 The Bank of New York Mellon 
 101 Barclay Street, Fl. 4E 
 New York, New York 10286 
 Attention of:
Corporate Trust Administration 
 Facsimile: (212) 815-5802 
 The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  


 -91- 








 (b) Any notice or communication mailed to a Holder shall be mailed, first class mail, to the Holder at
the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 
 (c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is
duly given, whether or not the addressee receives it, except that notices to the Trustee are effective only if received. 
 SECTION 11.03.
Communication by the Holders with Other Holders. The Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the
Registrar and other Persons shall have the protection of Section 312(c) of the TIA. 
 SECTION 11.04. Certificate and Opinion as to
Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee at the request of the Trustee: 
 (a) an Officers’ Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall include: 
 (a) a statement that the
individual making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has
been complied with; and 
 (d) a statement as to whether or not, in the opinion of such individual, such covenant or condition
has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials. 
  

 -92- 








 SECTION 11.06. When Securities Disregarded. In determining whether the Holders of the required
principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company, 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 shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the
Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
 SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their
functions. 
 SECTION 11.08. Legal Holidays. If a payment date is not a Business Day, payment shall be made on the next succeeding day
that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date
shall not be affected. 
 SECTION 11.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 11.10. No Recourse Against Others. No director,
officer, employee, incorporator or holder of any equity interests in the Company (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company or the
Guarantors under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. 
 SECTION 11.11. Successors. All agreements of the Company and each Guarantor in this Indenture and the Securities shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 11.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 
 SECTION 11.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
 SECTION 11.14. Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of
this Indenture, such provision of this Indenture shall control. 
  

 -93- 








 SECTION 11.15. Severability. In case any provision in this Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

 SECTION 11.16. 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 SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 11.17. Force Majeure. 
 In no event shall the Trustee, Paying Agent, Registrar or Transfer Agent be responsible or liable for any failure or delay in the performance of its
obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services. 
  

 -94- 








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

					
		 	NALCO HOLDINGS LLC
		
	By: 	 	/s/ Stephen N. Landsman
		 	Name: 	 	Stephen N. Landsman
		 	Title:	 	 Vice President, General Counsel &
 Corporate
Secretary

		
		 	NALCO COMPANY
		
	By: 	 	/s/ Stephen N. Landsman
		 	Name: 	 	Stephen N. Landsman
		 	Title:	 	 Vice President, General Counsel &
 Corporate
Secretary



 S-1 










					
		 	ADX CORP.
		 	 CALGON LLC
 MOBOTEC AB,
INC.
 NALCO CROSSBOW WATER LLC
 NALCO DELAWARE
COMPANY
 NALCO FT, INC.
 NALCO LEASING
CORPORATION
 NALCO ONE SOURCE LLC
 NALCO RESOURCES
INVESTMENT COMPANY
 NALGREEN, INC.
 NALTECH,
INC.
 NALCO COMPANY LLC
 NALCO ENERGY SERVICES
MIDDLE EAST HOLDINGS, INC.
 NALCO ENERGY SERVICES EQUATORIAL GUINEA LLC
 ONES WEST AFRICA LLC
 PURE-CHEM PRODUCTS COMPANY, INC.
 VISCO PRODUCTS COMPANY
 NALCO GLOBAL HOLDINGS LLC
 NALCO INTERNATIONAL HOLDINGS LLC

		
	By: 	 	/s/ Stephen N. Landsman
		 	Name:	 	Stephen N. Landsman
		 	Title:	 	Vice President and Secretary


 S-2 










					
		 	 NALCO INDUSTRIAL OUTSOURCING COMPANY
 BOARD CHEMISTRY INCORPORATED

		
	By: 	 	/s/ Stephen N. Landsman
		 	Name: 	 	Stephen N. Landsman
		 	Title:	 	 Vice President, General Counsel
 and Corporate
Secretary

		
		 	 NALCO IP HOLDER LLC
 NALCO TWO,
INC.

		
	By: 	 	/s/ Stephen N. Landsman
		 	Name: 	 	Stephen N. Landsman
		 	Title:	 	Secretary
		
		 	NALCO PWS, INC.
		
	By: 	 	/s/ Stephen N. Landsman
		 	Name: 	 	Stephen N. Landsman
		 	Title:	 	 Vice President, General Counsel and
 Secretary



 S-3 










					
	 THE BANK OF NEW YORK MELLON,
 as
Trustee

		
	By: 	 	/s/ Vanessa Mack
		 	Name: 	 	Vanessa Mack
		 	Title:	 	Vice President


 S-4 









 APPENDIX A 
 PROVISIONS RELATING TO INITIAL SECURITIES, ADDITIONAL SECURITIES AND EXCHANGE SECURITIES 
  

	 	1.	Definitions. 

 1.1 Definitions. 

For the purposes of this Appendix A the following terms shall have the meanings indicated below: 
 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency. 
 “Definitive Security” means a certificated Initial Security or Exchange Security (bearing the Restricted Securities Legend if the transfer of
such Security is restricted by applicable law) that does not include the Global Securities Legend. 
 “Depository” means, with
respect to the Securities, The Depository Trust Company, its nominees and their respective successors. 
 “Euroclear” means the
Euroclear Clearance System or any successor securities clearing agency. 
 “Global Securities Legend” means the legend set forth
under that caption in the applicable Exhibit to this Indenture. 
 “IAI” means an institutional “accredited investor” as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Initial Purchasers” means Deutsche Bank
Securities Inc., Banc of America Securities LLC, HSBC Securities (USA) Inc., BMO Capital Markets Corp., Calyon Securities (USA) Inc., and The Williams Capital Group, L.P, each party to the Purchase Agreement entered into in connection with the offer
and sale of the Securities. 
 “Purchase Agreement” means (a) the Purchase Agreement dated May 6, 2009, among the
Company, the Guarantors and the Initial Purchasers and (b) any other similar Purchase Agreement relating to Additional Securities. 
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
 “Registered Exchange Offer”
means the offer by the Company, pursuant to the Registration Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for their Initial Securities, a like aggregate principal amount of Exchange
Securities registered under the Securities Act. 









 “Registration Agreement” means (a) the Registration Rights Agreement dated as of
May 13, 2009 among the Company, the Guarantors and the Initial Purchasers relating to the Securities and (b) any other similar Registration Rights Agreement relating to Additional Securities. 
 “Registration Default Damages” has the meaning set forth in the Registration Agreement. 
 “Regulation S” means Regulation S under the Securities Act. 
 “Regulation S Securities” means all Initial Securities offered and sold outside the United States in reliance on Regulation S. 

“Restricted Period”, with respect to any Securities, means the period of 40 consecutive days beginning on and including the later of
(a) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the
Trustee, and (b) the Issue Date, and with respect to any Additional Securities that are Transfer Restricted Definitive Securities, it means the comparable period of 40 consecutive days. 
 “Restricted Securities Legend” means the legend set forth in Section 2.2(f)(i) herein. 
 “Rule 501” means Rule 501(a)(1), (2), (3) or (7) under the Securities Act. 
 “Rule 144A” means Rule 144A under the Securities Act. 
 “Rule 144A Securities” means all Initial Securities offered and sold to QIBs in reliance on Rule 144A. 
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee. 
 “Shelf Registration Statement” means a registration statement filed by the Company in connection with the offer and sale of Initial Securities
pursuant to the Registration Agreement. 
 “Transfer Restricted Global Securities” means Global Securities bearing the Restricted
Securities Legend. 
 “Transfer Restricted Definitive Securities” means Definitive Securities and any other Securities that bear or
are required to bear or are subject to the Restricted Securities Legend. 
 “Unrestricted Global Security” means a Global Security
that does not bear the Restricted Securities Legend. 
  

 -2- 








 “Unrestricted Definitive Security” means Definitive Securities and any other Securities that
are not required to bear, or are not subject to, the Restricted Securities Legend. 
 1.2 Other Definitions. 
  

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

  

	 	2.	The Securities. 

 2.1 Form and Dating; Global
Securities. (a) The Initial Securities issued on the date hereof will be (i) offered and sold by the Company pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and
(2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below,
IAIs in accordance with Rule 501. Additional Securities offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more Purchase Agreements in accordance with applicable law. 
 (b) Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully
registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest
coupons (collectively, the “Regulation S Global Securities”). The term “Global Securities” means, collectively, the Rule 144A Global Securities and the Regulation S Global Securities. The Global Securities shall
bear the Global Security Legend. The Global Securities initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear the Restricted Securities Legend. 
 Members of, or direct or
indirect participants in, the Depository, Euroclear or Clearstream (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or under the Global
Securities. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository, Euroclear or Clearstream, as the case
may be, and their respective Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. 
  

 -3- 








 (ii) Transfers of Global Securities shall be limited to transfer in whole, but not in
part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of
the Depository, Euroclear or Clearstream, as the case may be, and the provisions of Section 2.2. In addition, a Global Security shall be exchangeable for Definitive Securities if (i) the Depository (x) notifies the Company that it is
unwilling or unable to continue as depository for such Global Security and the Company thereupon fails to appoint a successor depository or (y) has ceased to be a clearing agency registered under the Exchange Act, or (ii) there shall have
occurred and be continuing an Event of Default with respect to such Global Security. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in
any approved denominations, requested by or on behalf of the Depository, in accordance with its customary procedures. 
 (iii)
In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal
amount of Definitive Securities of authorized denominations. 
 (iv) Any Transfer Restricted Definitive Security delivered in
exchange for an interest in a Global Security pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Securities Legend. 
 (v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Security may be held
only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2. 
 (vi) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities. 
 2.2 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b).
Global Securities will not be exchanged by the Company for Definitive Securities except under the circumstances described in Section in Section 2.1(b)(ii). Global Securities also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.2(b) or 2.2(g). 
  

 -4- 








 (b) Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and exchange
of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted
Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance
with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Transfer Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Transfer Restricted Global Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend; provided, however, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in a Regulation S Global Security 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). A beneficial interest in an Unrestricted Global Security may be
transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.2(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In
connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent
Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase;
provided that in no event shall a beneficial interest in a Global Security be credited, or an Unrestricted Definitive Security be issued, to a Person who is an affiliate (as defined in Rule 144) of the Company. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global
Security pursuant to Section 2.2(g). 
 (iii) Transfer of Beneficial Interests to Another Transfer Restricted Global
Security. A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with
the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the transferee will take
delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and 
  

 -5- 








 (B) if the transferee will take delivery in the form of a beneficial interest in a
Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security. 
 (iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be exchanged
by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if (x) the exchange or transfer
complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: 
 (A) if the holder
of such beneficial interest in a Transfer Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable
Security; or 
 (B) if the holder of such beneficial interest in a Transfer Restricted Global Security 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 Security, a certificate from such holder in the form attached to the applicable Security, 
 and, in each such case, if the Registrar so requests or if the applicable rules and procedures of the Depository, Euroclear or Clearstream, as applicable,
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted
Securities Legend are no longer required in order to maintain compliance with the Securities Act or (y) such transfer is effected pursuant to an automatic exchange in accordance with Section 2.2(j). If any such transfer or exchange is
effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate in
accordance with Section 2.01, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this
subparagraph (iv). 
 (v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial
Interests in a Transfer Restricted Global Security. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer
Restricted Global Security. 
 (c) Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A
beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes
delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii). 
  

 -6- 








 (d) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities.
Transfers and exchanges of beneficial interests in the Global Securities shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable: 
 (i) Transfer Restricted Definitive Securities to Beneficial Interests in Transfer Restricted Global Securities. If any Holder of a
Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in a Transfer Restricted Global Security or to transfer such Transfer Restricted Definitive Security to a Person who
takes delivery thereof in the form of a beneficial interest in a Transfer Restricted Global Security, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a
beneficial interest in a Transfer Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security; 
 (B) if such Transfer Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form attached to the applicable Security;

 (C) if such Transfer Restricted Definitive Security is being transferred to a Non-U.S. Person in an offshore transaction in
accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security; 
 (D) if such Transfer Restricted Definitive Security is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a
certificate from such Holder in the form attached to the applicable Security; 
 (E) if such Transfer Restricted Definitive
Security is being transferred to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form
attached to the applicable Security, including the certifications, certificates and Opinion of Counsel, if applicable; or 
 (F) if such Transfer Restricted Definitive Security is being transferred to the Company or a Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Security; 
 the Trustee shall cancel the Transfer Restricted Definitive Security, and increase or cause to be increased the aggregate principal amount of the
appropriate Transfer Restricted Global Security. 
  

 -7- 








 (ii) Transfer Restricted Definitive Securities to Beneficial Interests in Unrestricted
Global Securities. A Holder of a Transfer Restricted Definitive Security may exchange such Transfer Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted Definitive
Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if (x) the Registrar receives the following: 
 (A) if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a
beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or 
 (B) if the Holder of such Transfer Restricted Definitive Securities proposes to transfer such Transfer Restricted Definitive Security to a Person who shall take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security, 
 and, in each such case, if
the Registrar so requests or if the applicable rules and procedures of the Depository, Euroclear or Clearstream, as applicable, so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act, or (y) such
transfer is effected pursuant to an automatic exchange in accordance with Section 2.2(j). Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Securities and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global Security. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet been issued,
the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the
aggregate principal amount of Transfer Restricted Definitive Securities transferred or exchanged pursuant to this subparagraph (ii). 
 (iii) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an
Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected
pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an written order of the Company in the form of an Officers’ Certificate, the Trustee
shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii). 
  

 -8- 








 (iv) Unrestricted Definitive Securities to Beneficial Interests in Transfer Restricted
Global Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security. 
 (e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such
Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition,
the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e). 
 (i) Transfer Restricted Definitive Securities to Transfer Restricted Definitive Securities. A Transfer Restricted Definitive
Security may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Security if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the
form attached to the applicable Security; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Security; 
 (C) if the
transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Security; 
 (D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than
those listed in subparagraphs (A) through (D) above, a certificate in the form attached to the applicable Security; and 
 (E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate in the form attached to the applicable Security. 
 (ii) Transfer Restricted Definitive Securities to Unrestricted Definitive Securities. Any Transfer Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security
or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security if the Registrar receives the following: 
 (1) if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for an Unrestricted Definitive Security, a certificate from such Holder in the form
attached to the applicable Security; or 
  

 -9- 








 (2) if the Holder of such Transfer Restricted Definitive Security proposes to transfer
such Securities to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security, 
 and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend are no longer required in order to maintain compliance with the Securities Act. 
 (iii) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder of an Unrestricted Definitive Security may
transfer such Unrestricted Definitive Securities to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof. 
 (iv) Unrestricted Definitive
Securities to Transfer Restricted Definitive Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Security. 
 At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security
has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities
represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such reduction; and if the beneficial interest
is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such
Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such increase. 
  

 -10- 








 (f) Legend. 
 (i) Except as permitted by the following paragraphs (ii), (iii) or (iv), each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange
therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only): 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A SECURITIES: ONE YEAR] [IN THE CASE OF REGULATION S SECURITIES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO NALCO COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN “ACCREDITED
INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF NALCO COMPANY
SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF
THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND NALCO COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO 

  

 -11- 








 
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” 
 Each Definitive Security shall bear the following additional legends: 
 “IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.” 
 Each Security issued hereunder that has more than a de minimis about of original issue discount for U.S.
Federal Income Tax purposes shall bear a legend in substantially the following form: 
 “THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE
DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH SECURITIES BY SUBMITTING A WRITTEN REQUEST FOR SUCH
INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: NALCO COMPANY, 1601 W. DIEHL ROAD NAPERVILLE, ILLINOIS, 60563 ATTENTION: GENERAL COUNSEL.” 
 (ii) Upon any sale or transfer of a Transfer Restricted Definitive Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Definitive Security for a Definitive Security that
does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Definitive Security if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on
Rule 144 (such certification to be in the form set forth on the reverse of the Initial Security). 
 (iii) After a transfer of any
Initial Securities during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities, all requirements pertaining to the Restricted Securities Legend on such Initial Securities shall cease to apply and
the requirements that any such Initial Securities be issued in global form shall continue to apply. 
 (iv) Upon the consummation of a
Registered Exchange Offer with respect to the Initial Securities pursuant to which Holders of such Initial Securities are offered Exchange Securities in exchange for their Initial Securities, all requirements pertaining to Initial Securities that
Initial Securities be issued in global form shall continue to apply, and Exchange Securities in global form without the Restricted Securities Legend shall be available to Holders that exchange such Initial Securities in such Registered Exchange
Offer. 
  

 -12- 








 (v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Security
acquired pursuant to Regulation S, all requirements that such Initial Security bear the Restricted Securities Legend shall cease to apply and the requirements requiring any such Initial Security be issued in global form shall continue to apply.

 (vi) Any Additional Securities sold in a registered offering shall not be required to bear the Restricted Securities Legend. 

(g) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another
Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the
direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global
Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository, at the direction of the Trustee to reflect such increase. 
 (h) Obligations with Respect to Transfers and Exchanges of Securities. 
 (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Securities and Global
Securities at the Registrar’s request. 
 (ii) No service charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon
exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture). 
 (iii) Prior to the due presentation for registration of
transfer of any Security, the Company, the Trustee, a Paying Agent or the Registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Company, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. 
 (iv) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
  

 -13- 








 (i) No Obligation of the Trustee. 
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository
or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given
to the Holders and all payments to be made to the Holders under the Securities shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in
any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with
respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members
or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements hereof. 
 (j) Automatic Exchange from
Transfer Restricted Global Security or Transfer Restricted Definitive Security to Unrestricted Global Security. At the option of the Company and upon compliance with the following procedures, beneficial interests in a Transfer Restricted Global
Security or Transfer Restricted Definitive Security shall be exchanged for beneficial interests in an Unrestricted Global Security. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to
(i) direct the depositary to transfer the specified amount of the outstanding beneficial interests in a particular Transfer Restricted Global Security or Transfer Restricted Definitive Security to an Unrestricted Global Security and provide the
depositary with all such information as is necessary for the depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of the applicable Transfer Restricted Global Security or
Transfer Restricted Definitive Security of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Transfer Restricted Global Security or Transfer Restricted Definitive Security and the
CUSIP number of the Unrestricted Global Security into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.2(j), the Trustee shall be entitled to receive from the
Company, and rely upon conclusively without any liability, an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial
interests to the Unrestricted Global Security shall be effected in compliance with the Securities Act. The Company may request from Holders such information it reasonably determines is required in order to be able to deliver such Officer’s
Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.2(j), the Registrar 

  

 -14- 








 
shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable
Transfer Restricted Global Security or Transfer Restricted Definitive Security and the Unrestricted Global Security, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this
Section 2.2(j) of all of the beneficial interests in a Transfer Restricted Global Security or Transfer Restricted Definitive Security, such Transfer Restricted Global Security or Transfer Restricted Definitive Security shall be cancelled.

 (k) Transfers of Securities Held by Affiliates. Notwithstanding anything to the contrary in this Section 2.2 any certificate
(i) evidencing a Security that has been transferred to an affiliate (as defined in Rule 405 of the Securities Act) of the Company, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the
representation letter delivered in respect thereof, or (ii) evidencing a Security that has been acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, as evidenced
by a notation on the certificate of transfer or certificate of exchange for such transfer or in the representation letter delivered in respect thereof, shall, until one year after the last date on which either the Company or any affiliate of the
Company was an owner of such Security, in each case, be in the form of a permanent Definitive Security and bear the Restricted Securities Legend subject to the restrictions in this Section 2.2. The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to this Section 2.2(k). The Company, at its sole cost and expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable advance written notice to the Trustee. 
  

 -15- 








 EXHIBIT A 
 [FORM OF FACE OF INITIAL SECURITY] 
 [Global Securities Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF. 
 [Restricted Securities Legend] 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN [IN THE CASE OF RULE 144A SECURITIES: ONE YEAR] [IN THE CASE OF REGULATION S SECURITIES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO NALCO COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES 

  

 -1- 








 
ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN
“ACCREDITED INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE),
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF NALCO COMPANY SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND NALCO COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED
STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
 Each Definitive Security shall bear the
following additional legend: 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
  

 -2- 








 [FORM OF INITIAL SECURITY] 
  

				
	 No.
	  	$	__________

 8 1/4% Senior Note due 2017 
 CUSIP No. 629855 AN7/REG S: U6291A AJ8 
 ISIN No. 144A:US629855AN70/REG S:USU6291AAJ89 
 NALCO COMPANY, a Delaware corporation, promises to pay to
[            ], or registered assigns, the principal sum [of                     
Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto]a on May 15, 2017. 
 Interest Payment Dates: May 15 and November 15. 
 Record Dates: May 1 and November 1. 
 Additional provisions of this Security are set forth on the
other side of this Security. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  

			
	NALCO COMPANY
		
	By:	 	 
		 	Name:
		 	Title:


  

			
	Dated:
	
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	 THE BANK OF NEW YORK MELLON,
     as Trustee, certifies that this is one of the
     Securities referred to in the
Indenture.

		
	By:	 	 
		 	Authorized Signatory

  
  

	 a
	 Use the Schedule of Increases and Decreases language if Security is in Global Form. 


  

 -3- 









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


  

 -4- 








 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 
 8 1/4% Senior Note due 2017 
  

	1.	Interest 

 (a) NALCO COMPANY, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on
the principal amount of this Security at the rate per annum shown above. The Company shall pay interest semiannually on May 15 and November 15 of each year, commencing November 15, 2009.a Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from
May 13, 2009* until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company
shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 (b) Registration Rights Agreement. The Holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of
May 13, 2009, among the Company, the Guarantors and the Initial Purchasers. 
  

	2.	Method of Payment 

 The Company shall pay interest
on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the May 1 or November 1 next preceding the interest payment date even if Securities are canceled after the record date and
on or before the interest payment date (whether or not a Business Day). The Holders must surrender Securities to a Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the
United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be
made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company will make all payments in respect of a certificated Security (including principal, premium, if
any, and interest), at the office of each Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on
the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion). 
  
  

	 a
	 With respect to Securities issued on the Issue Date. 


  

 -5- 









	3.	Paying Agent and Registrar 

 Initially, The Bank of
New York Mellon, a New York banking corporation (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Company issued the Securities under
an Indenture dated as of May 13, 2009 (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.
The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions 
 The Securities are senior unsecured obligations of the Company. This Security is one of the Initial Securities referred to in the Indenture. The
Securities include the Initial Securities and any Exchange Securities issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the
Indenture. The Indenture imposes certain limitations on the ability of Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur
Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit
certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or
lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest, on the Securities
and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the
Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to May 15, 2013. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time,
upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, to the redemption date (subject to the right of the Holders
of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below: 
  

				
	 Year
	  	Redemption Price	 
	 2013
	  	104.125	%
	 2014
	  	102.063	%
	 2015 and thereafter
	  	100.000	%

  

 -6- 








 In addition, at any time prior to May 15, 2013, the Company may redeem the Securities at its option,
in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, the applicable redemption date (subject
to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior to May 15, 2012, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving
effect to any issuance of Additional Securities) with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, in each case, to the extent the
net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 108.25% of the principal amount thereof
plus, accrued and unpaid interest, and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided,
however, that at least 50% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided,
further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise
in accordance with the procedures set forth in the Indenture. 
 In connection with the redemption of Securities with the proceeds of an
Equity Offering, any such redemption may, at the Company’s discretion, be conditioned upon completion of the Equity Offering. 
  

	6.	Sinking Fund 

 The Securities are not subject to any
sinking fund. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address or otherwise in accordance with the procedures of DTC.
Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of 

  

 -7- 








 
$1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

  

	8.	Repurchase of Securities at the Option of Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Securities upon the occurrence of certain events. 
  

	9.	Denominations; Transfer; Exchange 

 The Securities
are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of
15 days prior to a selection of Securities to be redeemed. 
  

	10.	Persons Deemed Owners 

 The registered Holder of
this Security shall be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

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

	12.	Discharge and Defeasance 

 Subject to certain
conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest on
the Securities to redemption, or maturity, as the case may be. 
  

 -8- 









	13.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (voting as a single class) and
(ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Guarantees with respect to the Securities; (v) to add additional covenants of the Company or Holdings for the benefit of the Holders
or to surrender rights and powers conferred on the Company; (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vii) to make any change that does not adversely
affect the rights of any Holder; or (viii) to provide for the issuance of the Exchange Securities or Additional Securities. 
  

	14.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of Holdings or the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of Holdings or the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at
the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is
continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against
any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the
outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. 

  

 -9- 








 
Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that
the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to
it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
  

	15.	Trustee Dealings with the Company 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer,
employee, incorporator or holder of any equity interests in the Company (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company or the Guarantors
under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. 
  

	17.	Authentication 

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

	18.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	19.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

 -10- 









	20.	CUSIP Numbers, ISINs and Common Codes 

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

 -11- 








 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to: 
       
  
 (Print or type assignee’s name, address and
zip code) 
       
  
 (Insert assignee’s soc. sec. or tax I.D.
No.) 
 and irrevocably
appoint                                  agent to transfer this Security 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 other side of this
Security. 
 Signature Guarantee: 
  

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

  

 -12- 








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED SECURITIES 
 This certificate relates to $_________ principal
amount of Securities held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. 
 The undersigned: 
  

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

 check the following, if applicable: 
  

	 	 ̈	is an affiliate of the Company as contemplated in Section 2.2(k) of Appendix A to the Indenture; or 

  

	 	 ̈	is exchanging this Security in connection with an expected transfer to an affiliate of the Company as contemplated in Section 2.2(k) of Appendix A to the Indenture.


  

	 ̈	has requested the Trustee by written order to exchange or register the transfer of a Security or Securities; and 

 check the following, if applicable: 
  

	 	 ̈	is an affiliate of the Company as contemplated in Section 2.2(k) of Appendix A to the Indenture; or 

  

	 	 ̈	the transferee is an affiliate of the Company as contemplated in Section 2.2(k) of Appendix A to the Indenture. 

 In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under
the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 

 

						
	 (1)
	  	 ̈	 	  	to the Company; or
			
	 (2)
	  	 ̈	 	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	 (3)
	  	 ̈	 	  	pursuant to an effective registration statement under the Securities Act of 1933; or

  

 -13- 









						
			
	 (4)
	  	 ̈	 	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	 (5)
	  	 ̈	 	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such
Security shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	 (6)
	  	 ̈	 	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
certain representations and agreements; or
			
	 (7)
	  	 ̈	 	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require, prior to registering any such transfer
of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933. 
  

									
					
	Date: 	 	____________________________	 		 		 	 
		 		 		 		 	Your Signature

 Signature Guarantee: 
  

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

  

 -14- 








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

									
					
		 	Dated:  	 	 	 		 	 
					
		 		 		 		 	NOTICE:  To be executed by an executive officer

  

 -15- 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of
this Global Security is $                    . The following increases or decreases in this Global Security have been made: 
  

									
	 Date of
Exchange
	  	Amount of decrease
in Principal Amount
of this Global
Security	  	Amount of increase in
Principal Amount of
this Global Security	  	Principal amount of this
Global Security following
such decrease or increase	  	Signature of authorized
signatory of Trustee or
Securities Custodian
		  		  		  		  	

  

 -16- 








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

									
					
	Date:  	 	 	 		 	Your Signature:  	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Security)

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

 -17- 








 EXHIBIT B 
 [FORM OF FACE OF EXCHANGE SECURITY] 
 [Global Securities Legend] 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF. 










			
	 No.
	 	$__________

 8 1/4% Senior Note due 2017 
 CUSIP No. 629855 AP2 
 ISIN No. US629855AP29 
 NALCO COMPANY, a Delaware corporation, promises to pay
                    
to [                                ], or registered assigns, the principal sum
[of                      Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto]a on May 15, 2017. 
 Interest Payment Dates:
May 15 and November 15. 
 Record Dates: May 1 and November 1. 
 Additional provisions of this Security are set forth on the other side of this Security. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
  

			
	NALCO COMPANY
		
	By:  	 	 
		 	 Name:
 Title:



 Dated: 
  

	 a
	 Use the Schedule of Increases and Decreases language if Security is in Global Form. 


  

 -2- 








 TRUSTEE’S CERTIFICATE OF 
 AUTHENTICATION 
 THE BANK OF NEW YORK MELLON, 
 as Trustee, certifies that this is 
 one of the Securities referred to 
 in the Indenture. 

			
		
	By:  	 	 
		 	Authorized Signatory

  

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

  

 -3- 








 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY] 
 8 1/4% Senior Note due 2017 
  

	1.	Interest 

 NALCO COMPANY, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company shall pay interest semiannually on May 15 and November 15 of each year, commencing November 15, 2009a. Interest on the Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from
May 13, 2009* until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay
interest on overdue installments of interest at the same rate to the extent lawful. 
  

	2.	Method of Payment 

 The Company shall pay interest
on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the May 1 or November 1 next preceding the interest payment date even if Securities are canceled after the record date and
on or before the interest payment date (whether or not a Business Day). The Holders must surrender Securities to a Paying Agent to collect principal payments. The Company shall pay principal, premium, if any, and interest in money of the
United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company will make all payments in respect of a certificated Security (including principal, premium, if any, and
interest), at the office of a Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the
Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion). 
  

	 a
	 With respect to the Securities issued on the Issue Date. 


  

 -4- 









	3.	Paying Agent and Registrar 

 Initially, The Bank of
New York Mellon, a New York banking corporation (the “Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Company issued the Securities under
an Indenture dated as of May 13, 2009 (the “Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.
The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. 
 The Securities are senior unsecured obligations of the Company. This Security is one of the Exchange Securities referred to in the Indenture. The
Securities include the Initial Securities, the Additional Securities and any Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and Exchange Securities are treated as a single class of
securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of Holdings and such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey,
transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the principal and interest, if
any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and
the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture. 
  

	5.	Optional Redemption 

 Except as set forth in the
following two paragraphs, the Securities shall not be redeemable at the option of the Company prior to May 15, 2013. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to
time, upon on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date (subject to the right
of the Holders of record on the relevant record date to receive 

  

 -5- 








 
interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on May 15 of the years set forth below:

  

				
	 Year
	  	Redemption Price	 
	 2013
	  	104.125	%
	 2014
	  	102.063	%
	 2015 and thereafter
	  	100.000	%

 In addition, prior to May 15, 2013, the Company may redeem the Securities at its option, in
whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to
the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior to May 15, 2012, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving
effect to any issuance of Additional Securities), with the net cash proceeds of one or more Equity Offerings (1) by the Company or (2) by Holdings or any direct or indirect parent of Holdings or the Company, in each case, to the extent the
net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price equal to 108.25% of the principal amount thereof
plus accrued and unpaid interest, and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided,
however, that at least 50% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and provided,
further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise
in accordance with the procedures set forth in the Indenture. 
  

	6.	Sinking Fund 

 The Securities are not subject to any
sinking fund. 
  

	7.	Notice of Redemption 

 Notice of redemption will be
mailed by first-class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address or otherwise in accordance with the procedures of DTC. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

  

 -6- 









	8.	Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales 

 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Company to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Company will be required to offer to purchase Securities upon the occurrence of certain events. 
  

	9.	Denominations; Transfer; Exchange 

 The Securities
are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder shall register the transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of
transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not
register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of
15 days prior to a selection of Securities to be redeemed. 
  

	10.	Persons Deemed Owners 

 The registered Holder of
this Security shall be treated as the owner of it for all purposes. 
  

	11.	Unclaimed Money 

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

	12.	Discharge and Defeasance 

 Subject to certain
conditions, the Company at any time may terminate some of or all its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the
Securities to redemption, or maturity, as the case may be. 
  

 -7- 









	13.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities (voting as a single class) and
(ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to comply with Article 5 of the Indenture; (iii) to
provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) to add Guarantees with respect to the Securities; (v) to add additional covenants of the Company or Holdings for the benefit of the Holders
or to surrender rights and powers conferred on the Company; (vi) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (vii) to make any change that does not adversely
affect the rights of any Holder; or (viii) to provide for the issuance of the Exchange Securities or Additional Securities. 
  

	14.	Defaults and Remedies 

 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of Holdings or the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding
Securities, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of Holdings or the Company occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any
Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at
the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is
continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against
any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the
outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right
to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. 

  

 -8- 








 
The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action. 
  

	15.	Trustee Dealings with the Company 

 Subject to
certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its
Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	16.	No Recourse Against Others 

 No director, officer,
employee, incorporator or holder of any equity interests in the Company (other than Holdings) or of any Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company or the Guarantors
under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. 
  

	17.	Authentication 

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

	18.	Abbreviations 

 Customary abbreviations may be used
in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act). 
  

	19.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

	20.	CUSIP Numbers, ISINs and Common Codes 

 The Company
has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

 -9- 








 The Company will furnish to any Holder of Securities upon written request and without charge to the
Holder a copy of the Indenture which has in it the text of this Security. 
  

 -10- 








 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to: 
       
  
 (Print or type assignee’s name, address and
zip code) 
       
  
 (Insert assignee’s soc. sec. or tax I.D. No.)

 and irrevocably
appoint                              agent to transfer this Security 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 other side of this Security.

  

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

  

 -11- 








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

									
					
	Date:  	 	 	 		 	Your Signature:  	 	 
		 		 		 		 	(Sign exactly as your name appears on the other side of this Security)

  

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

  

 -12- 








 [TO BE ATTACHED TO GLOBAL SECURITIES] 
 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of
this Global Security is $                    . The following increases or decreases in this Global Security have been made: 
  

									
	 Date of
Exchange
	  	Amount of decrease
in Principal Amount
of this Global
Security	  	Amount of increase in
Principal Amount of
this Global Security	  	Principal amount of this
Global Security following
such decrease or increase	  	Signature of authorized
signatory of Trustee or
Securities Custodian
		  		  		  		  	

  

 -13- 








 EXHIBIT C 
 Form of 
 Transferee Letter of Representation 
 Nalco Company 
 c/o The Bank of New York Mellon 
 101 Barclay Street, Fl. 4E 
 New York, New York 10286 
 Ladies and Gentlemen: 
 This certificate is delivered
to request a transfer of $[            ] principal amount of the 8 1/4% Senior Notes due 2017 (the “Securities”) of NALCO COMPANY (the “Company”). 
 Upon transfer, the
Securities would be registered in the name of the new beneficial owner as follows: 
 Name:________________________ 
 Address:_____________________ 
 Taxpayer ID Number:__________ 
 The undersigned represents and warrants to you that: 
 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our
own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities
similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 
 2. We understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities prior to the date that is one year after the later of the date of
original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company, (b) pursuant
to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is
a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing 










 
for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Securities of $250,000, or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Securities is proposed to
be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Securities for investment purposes and
not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities
pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. 
  

									
				
	Dated:  	 	 	 		 	TRANSFEREE:
                                         
   ,
		 		 		 		 	
		 		 		 		 	 by_______________________________


  

 -2- 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE] 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as
of [            ], among [GUARANTOR] (the “New Guarantor”), a subsidiary of NALCO COMPANY (or its successor), a Delaware corporation (the “Company”), and THE BANK OF NEW
YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S
E T H : 
 WHEREAS the Company and the existing Guarantors has heretofore executed and
delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of May 13, 2009, providing for the issuance of the Company’s 8 1/4% Senior Notes due 2017 (the “Securities”), initially in the aggregate principal amount of $500,000,000; 
 WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Company’s obligations under the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and

 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing Guarantors are authorized to execute and
deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Guarantor, the Company, and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words
“herein,” “hereof” and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
 2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally
guarantee the Company’s obligations under the Securities on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform
all of the obligations and agreements of a Guarantor under the Indenture. 
 3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. 









 4. Notices. All notices or other communications to the New Guarantor shall be given as provided in
Section 11.02 of the Indenture. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 6. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture. 
 7. Counterparts. The parties may sign any number
of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 8.
Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof. 
  

 -2- 








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

			
	[NEW GUARANTOR]
		
	By:  	 	 
		 	 Name:
 Title:



  

			
	NALCO COMPANY
		
	By:  	 	 
		 	 Name:
 Title:



  

			
	THE BANK OF NEW YORK MELLON, AS TRUSTEE
		
	By:  	 	 
		 	 Name:
 Title:



  

 -3-