Common use of Abbreviations and Defined Terms Clause in Contracts

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000-0000. FORM OF GUARANTEE Each of the undersigned and their respective successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous BrandsXxxxxx'x Restaurant Group, LLC and Xxx. Xxxxxx Financing Company, B-6 Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000-0000, Attn: Chief Financial Officer. FORM OF GUARANTEE Each of the undersigned and their respective successors under the Indenture (collectively, the "GuarantorsSUBSIDIARY GUARANTORS") has jointly and severally with each of the other Subsidiary Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16July 7, 20042003, by and among the IssuersCompany, the Subsidiary Guarantors and The Bank of New York as Trustee and Collateral Agent (the "IndentureINDENTURE"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Xxxxxx'x Restaurant Group, Inc. (the Issuers "COMPANY") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF SUBSIDIARY GUARANTORS] By: ----------------------------------- Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Blue Ridge Paper Products Inc., 0000 00 Xxxx Xxxxxxxxxx XxxxxxxXxxxxx, Xxxxxx, Xxxxx 000Xxxxxxxx 00000, Xxxx Xxxx Xxxx, Xxxx 00000-0000Attn: Chief Financial Officer. FORM OF GUARANTEE Each of the The undersigned and their respective its successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16December 17, 20042003, by and among Blue Ridge Paper Products Inc. (the Issuers“Company”), the Subsidiary Guarantors and The U.S. Bank of New York National Association as Trustee and Collateral Agent (the "“Indenture"”), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "“GUARANTEE"”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF SUBSIDIARY GUARANTOR] By: Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Issuer will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing CompanyAltra Industrial Motion, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx00 Xxxxxxx Xxxxxx, Xxxxx 000Xxxxxx, Xxxx Xxxx Xxxx, Xxxx Xxxxxxxxxxxxx 00000-0000. FORM OF GUARANTEE Each of the undersigned and their respective successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured unsecured basis to the extent set forth in the Indenture, dated as of March 16February 8, 20042006, by and among the IssuersIssuer, the Guarantors Guarantors, The Bank of New York, as Trustee and Principal Paying Agent, and The Bank of New York (Luxembourg) S.A., as Trustee Luxembourg Paying Agent (the "Indenture"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New YorkTHIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Parent Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing The Hockey Company, Inc., 0000 Xxxx Xxxxxxxxxx XxxxxxxXxxxxxxxx xx Xxxxxxxxxxx, Xxxxx 000, Xxxx Xxxx XxxxXxxxxxxx, Xxxx 00000-0000Xxxxxx, Xxxxxx X0X 0X0, Attn: Chief Executive Officer. B-11 FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyIndenture, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a an unsecured senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interestinterest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of The Hockey Company (the Issuers "COMPANY") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and Indenture, (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseotherwise and (iii) has agreed to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, employee, officer, director or incorporator, as such, past, present or future, of [name of Guarantor] shall have any personal liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. Each Holder by accepting this Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Guarantees. This Guarantee shall be binding upon [name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE OBLIGATIONS TERMS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, ARE INCORPORATED HEREIN BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSESREFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: ----------------------------------- Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= ( Custodian), and U/G/M/A MIA (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing CompanyViskase Companies, Inc., 0000 Xxxx Xxxxxxxxxx 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000Xxxxxxxxxxx, Xxxx Xxxx Xxxx, Xxxx XX 00000-0000. [FORM OF GUARANTEE GUARANTEE] Each of the undersigned and their respective successors under the Indenture (collectively, the "Guarantors") " has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16June 29, 2004, by between the Company and among the Issuers, the Guarantors and The LaSalle Bank of New York National Association as Trustee (the "Indenture"), (i) the due and punctual payment of the principal of, premium, if any, and arid interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-IN- FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Atlantic Express Transportation Corp., 0 Xxxxx Xxxxxx, Xxxxxx Famous BrandsXxxxxx, LLC and Xxx. Xxxxxx Financing Company, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxx Xxxx 00000-0000, Attention: Chief Executive Officer. FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyfully, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Atlantic Express Transportation Corp. (the Issuers “Company”) to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. This Guarantee shall be binding upon [Name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee is subject to release upon the terms set forth in the Indenture. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York., as applied to contracts made and performed in the State of New York, without regard to principals of conflicts of laws. [NAME OF GUARANTOR] By: Name: Title: ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: Signed: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: [OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Subsidiary Issuer Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Sport Maska Inc., 0000 Xxxx Xxxxxxxxxx XxxxxxxXxxxxxxxx xx Xxxxxxxxxxx, Xxxxx 000, Xxxx Xxxx XxxxXxxxxxxx, Xxxx 00000-0000Xxxxxx, Xxxxxx X0X 0X0, Attn: Chief Executive Officer. B-19 FORM OF GUARANTEE Each of the undersigned The Hockey Company and their respective its successors under the Indenture (collectivelyIndenture, the "Guarantors") has jointly and severally with each of the other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Subsidiary Issuer Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interestinterest, if any, on the 111/2% Subsidiary Issuer Notes, to the extent lawful, and the due and punctual performance of all other obligations of Sport Maska Inc. (the Issuers "COMPANY") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and Indenture, (ii) in case of any extension of time of payment or renewal of any 111/2% Subsidiary Issuer Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseotherwise and (iii) has agreed to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, employee, officer, director or incorporator, as such, past, present or future, of The Hockey Company shall have any personal liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. Each Holder by accepting this Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Subsidiary Issuer Notes and Guarantees. This Guarantee shall be binding upon The Hockey Company 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Subsidiary Issuer Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE OBLIGATIONS TERMS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, ARE INCORPORATED HEREIN BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSESREFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. THE HOCKEY COMPANY By: ----------------------------------- Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= ( Custodian), and U/G/M/A MIA (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing CompanyViskase Companies, Inc., 0000 Xxxx Xxxxxxxxxx 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000Xxxxxxxxxxx, Xxxx Xxxx Xxxx, Xxxx XX 00000-0000. [FORM OF GUARANTEE GUARANTEE] Each of the undersigned and their respective successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16June 29, 2004, by between the Company and among the Issuers, the Guarantors and The LaSalle Bank of New York National Association as Trustee (the "Indenture"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-IN FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: ________________________________________________________________________________ ________________________________________________________________________________ (Print or type name, address and zip code and social security or tax ID number of assignee and irrevocably appoint_________________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Blue Ridge Paper Products Inc., 0000 00 Xxxx Xxxxxxxxxx XxxxxxxXxxxxx, Xxxxxx, Xxxxx 000Xxxxxxxx 00000, Xxxx Xxxx Xxxx, Xxxx 00000-0000Attn: Chief Financial Officer. FORM OF GUARANTEE Each of the The undersigned and their respective its successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16December 17, 20042003, by and among Blue Ridge Paper Products Inc. (the Issuers“Company”), the Subsidiary Guarantors and The U.S. Bank of New York National Association as Trustee and Collateral Agent (the "“Indenture"”), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers Company to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "“GUARANTEE"”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF SUBSIDIARY GUARANTOR] By: Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing CompanyGolfsmith International, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx11000 N. IH-35, Xxxxx 000Austin, Xxxx Xxxx XxxxTexas 78753-3195, Xxxx 00000-0000Attn: Secretary. FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyIndenture, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")senior basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interestinterest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Golfsmith International, Inc. (the Issuers "Company") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. This Guarantee shall be binding upon [Name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee is subject to release upon the terms set forth in the Indenture. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: ________________________________________ Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Atlantic Express Transportation Corp., 0 Xxxxx Xxxxxx, Xxxxxx Famous BrandsXxxxxx, LLC and Xxx. Xxxxxx Financing Company, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxx Xxxx 00000-0000, Attention: Chief Executive Officer. FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyfully, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest and Additional PIK Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest and Additional PIK Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Atlantic Express Transportation Corp. (the Issuers “Company”) to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. This Guarantee shall be binding upon [Name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee is subject to release upon the terms set forth in the Indenture. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York., as applied to contracts made and performed in the State of New York, without regard to principals of conflicts of laws. [NAME OF GUARANTOR] By: Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), A-13 TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Parent Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing The Hockey Company, Inc., 0000 Xxxx Xxxxxxxxxx XxxxxxxXxxxxxxxx xx Xxxxxxxxxxx, Xxxxx 000, Xxxx Xxxx XxxxXxxxxxxx, Xxxx 00000-0000Xxxxxx, Xxxxxx X0X 0X0, Attn: Chief Executive Officer. A-14 FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyIndenture, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a an unsecured senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interestinterest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of The Hockey Company (the Issuers "COMPANY") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and Indenture, (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseotherwise and (iii) has agreed to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, employee, officer, director or incorporator, as such, past, present or future, of [name of Guarantor] shall have any personal liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. Each Holder by accepting this Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and Guarantees. This Guarantee shall be binding upon [name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE OBLIGATIONS TERMS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, ARE INCORPORATED HEREIN BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSESREFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: ------------------------------ Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), A-23 TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Subsidiary Issuer Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Sport Maska Inc., 0000 Xxxx Xxxxxxxxxx XxxxxxxXxxxxxxxx xx Xxxxxxxxxxx, Xxxxx 000, Xxxx Xxxx XxxxXxxxxxxx, Xxxx 00000-0000Xxxxxx, Xxxxxx X0X 0X0, Attn: Chief Executive Officer. A-24 FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyIndenture, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Subsidiary Issuer Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interestinterest, if any, on the 111/2% Subsidiary Issuer Notes, to the extent lawful, and the due and punctual performance of all other obligations of Sport Maska Inc. (the Issuers "COMPANY") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and Indenture, (ii) in case of any extension of time of payment or renewal of any 111/2% Subsidiary Issuer Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwiseotherwise and (iii) has agreed to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. No stockholder, employee, officer, director or incorporator, as such, past, present or future, of [name of Guarantor] shall have any personal liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. Each Holder by accepting this Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Subsidiary Issuer Notes and Guarantees. This Guarantee shall be binding upon [name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Subsidiary Issuer Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE OBLIGATIONS TERMS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, ARE INCORPORATED HEREIN BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSESREFERENCE. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: ------------------------------- Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= (Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing CompanyGolfsmith International, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx11000 N. IH-35, Xxxxx 000Austin, Xxxx Xxxx XxxxTexas 78753-3195, Xxxx 00000-0000Attn: Secretary. FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyIndenture, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")senior basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interestinterest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Golfsmith International, Inc. (the Issuers "Company") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. This Guarantee shall be binding upon [Name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee is subject to release upon the terms set forth in the Indenture. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF GUARANTOR] By: -------------------------------------- Name: Title:

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Atlantic Express Transportation Corp., 0 Xxxxx Xxxxxx, Xxxxxx Famous BrandsXxxxxx, LLC and Xxx. Xxxxxx Financing Company, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxx Xxxx 00000-0000, Attention: Chief Executive Officer. FORM OF GUARANTEE Each [Name of the undersigned Guarantor] and their respective its successors under the Indenture (collectivelyfully, the "Guarantors") has jointly and severally with each of the any other Guarantors, hereby irrevocably and unconditionally guaranteedguarantees, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture")basis, (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Atlantic Express Transportation Corp. (the Issuers “Company”) to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. This Guarantee shall be binding upon [Name of 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 herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee is subject to release upon the terms set forth in the Indenture. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York., as applied to contracts made and performed in the State of New York, without regard to principals of conflicts of laws. [NAME OF GUARANTOR] By: Name: Title: ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint __________________________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Dated: ________________________ Signed: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: _____________________________________ In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering resales of this Note (which effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) [______, ____], the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: [Check One]

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/29% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers will furnish to any Holder of a 111/29% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000-0000. FORM OF GUARANTEE Each of the undersigned and their respective successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/29% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/29% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/29% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/29% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/29% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/29% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers will furnish to any Holder of a 111/29% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing Company, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000-0000. FORM OF GUARANTEE Each of the undersigned and their respective successors under the Indenture (collectively, the "Guarantors") has jointly and severally with each of the other Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16, 2004, by and among the Issuers, the Guarantors and The Bank of New York as Trustee (the "Indenture"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/29% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/29% Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/29% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/29% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/29% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Abbreviations and Defined Terms. Customary abbreviations may be used in the name of a Holder of a 111/2% Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). The Issuers Company will furnish to any Holder of a 111/2% Note upon written request and without charge a copy of the Indenture. Requests may be made to: Xxx. Xxxxxx Famous Brands, LLC and Xxx. Xxxxxx Financing CompanyXxxxxx'x Restaurant Group, Inc., 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx Xxxx Xxxx Xxxx, Xxx Xxxx Xxxx, Xxx Xxxx 00000-0000, Attn: Chief Financial Officer. FORM OF GUARANTEE Each of the undersigned and their respective successors under the Indenture (collectively, the "GuarantorsSUBSIDIARY GUARANTORS") has jointly and severally with each of the other Subsidiary Guarantors, irrevocably and unconditionally guaranteed, on a senior secured basis to the extent set forth in the Indenture, dated as of March 16July 7, 20042003, by and among the IssuersCompany, the Subsidiary Guarantors and The Bank of New York as Trustee and Collateral Agent (the "IndentureINDENTURE"), (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the 111/2% Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest and Additional Interest, if any, on the 111/2% Notes, to the extent lawful, and the due and punctual performance of all other obligations of Xxxxxx'x Restaurant Group, Inc. (the Issuers "COMPANY") to the Holders or the Trustee all in accordance with the terms set forth in Article Ten of the Indenture and (ii) in case of any extension of time of payment or renewal of any 111/2% Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to them in the Indenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE 111/2% NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "GUARANTEE") AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A 111/2% NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York.. [NAME OF SUBSIDIARY GUARANTORS] By: ------------------------------------ Name: Title: