EXCHANGE AGREEMENTExchange Agreement • May 4th, 2012 • Headwaters Inc • Concrete products, except block & brick • New York
This Agreement (this “Agreement”) is entered into as of , 2012 by and between Headwaters Incorporated, a Delaware corporation (the “Company”), and [ ], a [·] (the “Holder”), as the lawful owner of $ aggregate principal amount (the “Old Notes”) of the Company’s 2.50% Convertible Senior Subordinated Notes due 2014 (CUSIP 42210PAE2 or 42210PAD4) (the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the indenture relating to the Outstanding Notes.
