0001193125-07-046356 Sample Contracts

2 7/8% Convertible Senior Subordinated Notes due 2016
Indenture • March 5th, 2007 • Headwaters Inc • Miscellaneous products of petroleum & coal • New York

INDENTURE dated as of March [ ], 2007, between HEADWATERS INCORPORATED, a Delaware corporation (hereinafter called the “Company”), having its principal office at 10653 South Riverfront Parkway, Suite 300, South Jordan, UT 84095, and Wells Fargo Bank, National Association, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).

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