Common use of Existing Debt; Future Liens Clause in Contracts

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan Company, a Delaware corporation (herein called the “Company”) hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By Name: Title:

Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt Indebtedness of the Company Parent and its Restricted Subsidiaries as of [ ], since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt Indebtedness of the Company Parent or its Restricted Subsidiaries. Neither the Company Parent nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt Material Indebtedness of the Company Parent or such any Subsidiary and no event or condition exists with respect to any Debt Material Indebtedness of the Company Parent or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issuedissued and any exceptions to the representations and warranties] [Exhibit 1 to Supplement FORM OF SERIES NOTE] STEPAN COMPANY % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVEDNOTE EXHIBIT 1.3(a)(i) PARENT GUARANTY THIS GUARANTY (this “Guaranty”) dated as of October 15, the undersigned, Stepan Company2007 is made by UNITED STATIONERS INC., a Delaware corporation (herein called the “CompanyGuarantor”) hereby promises to pay to [ ]), or registered assigns, in favor of the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum holders from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereofNotes hereinafter referred to, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided including each purchaser named in the Master Note Purchase Agreement hereinafter referred to below. This Note is one of a series of Senior Notes to, and their respective successors and assigns (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modifiedcollectively, the “Note Purchase AgreementHolders” and each individually, a “Holder”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Second Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of June 30, 2005, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Form of Series Notes are issued2005-B Note] [FORM OF SERIES NOTE] STEPAN COMPANY Genesee & Wyoming Inc. 5.36% SERIES SENIOR NOTE DUE Series 2005-B Senior Note due July 26, 2015 No. [ ] $[ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED371559 A@ 4 For Value Received, the undersigned, Stepan CompanyGenesee & Wyoming Inc., a Delaware corporation (herein called the “Company”) ), hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) Dollars on July 26, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of 5.36% per annum from the date hereof, payable semiannuallysemi-annually, on the 26th day of January and July in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Second Supplement referred to below), payable [semiannually] semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate equal to 7.36% per annum. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank of America, N.A., in New York, New York, or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued under and pursuant to a the Second Supplement to the Note Purchase Agreement dated as of September 29July 26, 2005 (the “Second Supplement”) among the Company and the institutional investors named in Schedule A thereto, in respect of and pursuant to that certain Note Purchase Agreement dated as of November 12, 2004 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between among the Company, Company and the Purchasers institutional investors named therein and such other Additional Purchasers (as defined in the Note Purchase Agreement) of Notes notes issued from time to time issued by the Company pursuant to any Supplement (as defined in the Note Purchase Agreement) to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Sections 6.2 and 6.3 Section 6 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is a registered with the Company Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] . This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase AgreementSecond Supplement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of November 12, 2004 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties issuer and the holder hereof shall be governed by, the law of the [State of New York. Genesee & Wyoming Inc. By Name: Title: [Form of Series 2005-C Note] excluding choiceGenesee & Wyoming Inc. Floating Rate Series 2005-C Senior Note due July 26, 2012 No. [ ] $[ ] [Date] PPN 371559 A# 2 For Value Received, the undersigned, Genesee & Wyoming Inc., a Delaware corporation (herein called the “Company”), hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] Dollars on July 26, 2012, with interest (computed on the basis of a 360-day year and actual days elapsed) (a) on the unpaid balance thereof at a floating rate equal to the Adjusted LIBOR Rate (as defined in the Second Supplement referred to below) from the date hereof until maturity, payable quarterly on the 26th of each January, April, July and October in each year commencing on October 26, 2005, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Second Supplement referred to below), payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the Series 2005-C Default Rate (as defined in the Second Supplement referred to below). Payments of principal of, interest on and any Make-law principles Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank of America, N.A., in New York, New York, or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued under and pursuant to the Second Supplement to Note Purchase Agreement dated as of July 26, 2005 (the “Second Supplement”) among the Company and the institutional investors named in Schedule A thereto, in respect of and pursuant to that certain Note Purchase Agreement dated as of November 12, 2004 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), among the Company and the institutional investors named therein and such other Additional Purchasers (as defined in the Note Purchase Agreement) of notes issued from time to time by the Company pursuant to any Supplement (as defined in the Note Purchase Agreement) to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations set forth in Section 6 of the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is not subject to regularly scheduled prepayments of principal. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Second Supplement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of November 12, 2004 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the issuer and the holder hereof shall be governed by, the law of such the State that would require the application of the laws of a jurisdiction other than such StateNew York. STEPAN COMPANY Genesee & Wyoming Inc. By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the _________ Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of _____________, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series ______ Notes are issued] Exhibit 10(z) (continued) [FORM OF SERIES ______ NOTE] STEPAN COMPANY SIGMA-XXXXXXX CORPORATION ___% SERIES ______ SENIOR NOTE DUE ______________ No. [ [_________] [Date] $[ ] PPN [ [____________] FOR VALUE RECEIVED, the undersigned, Stepan CompanySigma-Xxxxxxx Corporation, a Delaware corporation (herein called the “Company”) ), a corporation organized and existing under the laws of the State of ____________, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on _______________, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of ____% per annum from the date hereof, payable semiannually, on the _____ day of ______ and ______ in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at _____________, in _____________, or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29December 5, 2005 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 6.1 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction EXHIBIT 1 (to Supplement) Exhibit 10(z) (continued) under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of December 5, 2006 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY SIGMA-XXXXXXX CORPORATION By Name: Title:: Exhibit 10(z) EXHIBIT 1

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of December 31, 2012 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan Company, a Delaware corporation (herein called the “Company”) hereby promises Annex A to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed be attached hereto on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on Closing will correctly describe all outstanding Debt and any Make-Whole Amount with respect to this Note are to be made in lawful money Liens securing such Debt of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated and its Subsidiaries as of September 2930, 2005 (as from time to time amended2013, supplemented since which date there shall have been no Material change in the amounts, interest rates, sinking funds, installment payments or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 maturities of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 Debt of the Note Purchase AgreementCompany or its Subsidiaries as of the date of the Closing. Since the Execution Date, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note there shall have the respective meanings ascribed to such terms been no Material change in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal its Subsidiaries listed on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By Name: Title:Annex A.

Existing Debt; Future Liens. (a) Schedule 5.15 to the _________ Supplement sets forth a complete and correct list of all outstanding Debt of the Company Obligors and its the Restricted Subsidiaries as of _____________, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company Obligors or its the Restricted Subsidiaries. Neither the Company Obligors nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company Obligors or such Restricted Subsidiary and no event or condition exists with respect to any Debt of the Company Obligors or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series ___ Notes are issued] [FORM OF SERIES __ NOTE] STEPAN COMPANY THE ROBERT MONDAVI CORPORATIOX AND R.M.E., INC. ___% SERIES __ SENIOR NOTE DUE ______________ No. [ [_________] [Date] $[ [____________] PPN [ [____________] FOR VALUE RECEIVED, the undersigned, Stepan CompanyTHE ROBERT MONDAVI CORPORATIOX, x Xalifornia corporation ("RMC"), and R.M.E., INC., a Delaware California corporation (herein called "RME," RMC and RME are each being hereinafter sometimes individually referred to as an "Obligor" and collectively as the “Company”) hereby promises "Obligors"), hereby, jointly and severally, promise to pay to [ [________________], or registered assigns, the principal sum of [ [________________] DOLLARS (or so much thereof as shall not have been prepaid) on _______________, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of ____% per annum from the date hereof, payable [semiannually, on the _____ day of ______ and ______ in each year], commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Note Purchase Agreement referred to below), payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [coupon + 1%] or (ii) 1% over the rate of interest publicly announced by _________________ from time to time in ____________________ as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at ______________________, in ______________________, or at such other place as the Company Obligors shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “"Notes”") issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29March 28, 2005 2000 (as from time to time amended, supplemented or modified, the “"Note Purchase Agreement”"), between the CompanyObligors, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to made the confidentiality provisions representation set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the CompanyObligors, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company Obligors and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s 's attorney duly authorized in writing, a new Note of the same an identical series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company Obligors will not be affected by any notice to the contrary. [The Company Obligors will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY THE ROBERT MONDAVI CORPORATIOX By ________________________________________ Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of December 31, 2010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan Company, a Delaware corporation (herein called the “Company”) hereby promises Annex A to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed be attached hereto on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on Closing will correctly describe all outstanding Debt and any Make-Whole Amount with respect to this Note are to be made in lawful money Liens securing such Debt of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated and its Subsidiaries as of September 2930, 2005 (as from time to time amended2011, supplemented since which date there shall have been no Material change in the amounts, interest rates, sinking funds, installment payments or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 maturities of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 Debt of the Note Purchase AgreementCompany or its Subsidiaries as of the date of the Closing. Since the Execution Date, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note there shall have the respective meanings ascribed to such terms been no Material change in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal its Subsidiaries listed on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By Name: Title:Annex A.

Existing Debt; Future Liens. (a) Schedule 5.15 to the _________ Supplement sets forth a complete and correct list of all outstanding Debt of the Company Obligors and its Restricted the Subsidiaries as of _____________, since which date there has been no Material change in the amountsamounts (except for the outstanding amounts owed to the Banks under the Credit Agreement, described in Schedule 5.15), interest rates, sinking funds, installment payments or maturities of the Debt of the Company Obligors or its Restricted the Subsidiaries. Neither the Company No Obligor nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company any Obligor or such Subsidiary and no event or condition exists with respect to any Debt of the Company any Obligor or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series ___ Notes are issued] A-2 (to Supplement) [FORM OF SERIES NOTE] STEPAN CABELA’S INCORPORATED CABELA’S CATALOG, INC. CABELA’S RETAIL, INC. CABELA’S OUTDOOR ADVENTURES, INC. XXXXXXX.XXX, INC. CABELA’S WHOLESALE, INC. CABELA’S VENTURES, INC. WILD WINGS, LLC CABELA’S LODGING, LLC VAN DYKE SUPPLY COMPANY, INC. CABELA’S MARKETING AND BRAND MANAGEMENT, INC. CABELA’S RETAIL LA, LLC CABELA’S TROPHY PROPERTIES, LLC ORIGINAL CREATIONS, LLC CABELA’S RETAIL TX, L.P. CABELA’S RETAIL GP, LLC LEGACY TRADING COMPANY CRLP, LLC CABELA’S RETAIL MO, LLC [ADD NAMES OF ANY ADDITIONAL OBLIGORS] [_____]% SENIOR NOTE, SERIES SENIOR NOTE [___] DUE [_____] No. [ R[__]– [_____] [Date] $[ [____________] PPN [ PPN[____________] FOR VALUE RECEIVED, the undersigned, Stepan Company, a Delaware corporation CABELA’S INCORPORATED (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, and the Subsidiaries of the Company consisting of (i) Cabela’s Catalog, Inc., (ii) Cabela’s Retail, Inc., (iii) Cabela’s Outdoor Adventures, Inc., (iv) Xxxxxxx.xxx, Inc., (v) Cabela’s Wholesale, Inc., (vi) Cabela’s Ventures, Inc., (vii) Wild Wings, LLC, (viii) Cabela’s Lodging, LLC, (ix) Van Dyke Supply Company, Inc., (x) Cabela’s Marketing and Brand Management, Inc., (xi) Cabela’s Retail LA, LLC, (xii) Cabela’s Trophy Properties, LLC, (xiii) Original Creations, LLC, (xiv) Cabela’s Retail TX, L.P., (xv) Cabela’s Retail GP, LLC, (xvi) Legacy Trading Company, (xvii) CRLP, LLC and (xviii) Cabela’s Retail MO, LLC [add any additional Obligors] (the Subsidiaries together with the Company being herein referred to collectively as the “Obligors”) hereby promises jointly and severally promise to pay to [ [________________], or registered assigns, the principal sum of [ [________________] DOLLARS (or so much thereof as shall not have been prepaid) on [____________, ____], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of [___]% per annum from the date hereof, payable semiannually[________], on the [_____] day of and [_____] in each year, commencing on with the first of such dates after [_____] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Supplement referred to below), payable [semiannually] ________], as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [interest rate plus 2%] or (ii) 2% over the rate of interest publicly announced by [name of reference bank] from time to time in [city, state] as its “base” or “prime” rate. EXHIBIT 1 (to Supplement) Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , [____] or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement Agreements referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a that certain [Number] Supplement to the Note Purchase Agreement Agreements, dated as of September 29February 27, 2005 2006 (as from time to time amended, supplemented or modifiedamended and supplemented, the “Note Purchase AgreementSupplement”), between the Company, Obligors and the respective Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement is entitled to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to thereinthereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement Agreements (as defined in the Supplement) and (ii) to have made the representations representation set forth in Sections Section 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may Agreements (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms as defined in the Note Purchase AgreementSupplement). EXHIBIT 1 (to Supplement) This Note is a registered with the Company Note and, as provided in the Note Purchase AgreementAgreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company Obligors will not be affected by any notice to the contrary. [The Company Obligors will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [Supplement. This Note is not also subject to regularly scheduled prepayments of principal.[optional] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase AgreementSupplement, but not otherwise]. [This Note is not subject to prepayment]. If an Event of Default, as defined in the Note Purchase AgreementAgreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase AgreementAgreements. E-1-2 (to Supplement) This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] Nebraska excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN CABELA’S INCORPORATED By Name: Title: CABELA’S CATALOG, INC. By Name: Title: CABELA’S RETAIL, INC. By Name: Title: CABELA’S OUTDOOR ADVENTURES, INC. By Name: Title: E-1-3 (to Supplement) XXXXXXX.XXX, INC. By Name: Title: CABELA’S WHOLESALE, INC. By Name: Title: CABELA’S VENTURES, INC. By Name: Title: WILD WINGS, LLC By Name: Title: CABELA’S LODGING, LLC By Name: Title: E-1-4 (to Supplement) VAN DYKE SUPPLY COMPANY, INC. By Name: Title: CABELA’S MARKETING AND BRAND MANAGEMENT, INC. By Name: Title: CABELA’S RETAIL LA, LLC By Name: Title: CABELA’S TROPHY PROPERTIES, LLC By Name: Title: ORIGINAL CREATIONS, LLC By Name: Title: E-1-5 (to Supplement) CABELA’S RETAIL TX, L.P. By Name: Title: CABELA’S RETAIL GP, LLC By Name: Title: LEGACY TRADING COMPANY By Name: Title:: CRLP, LLC By Name: Title: CABELA’S RETAIL MO, LLC By Name: Title: [ADD SIGNATURE BLOCK FOR ANY ADDITIONAL OBLIGORS]

Existing Debt; Future Liens. (a) Schedule 5.15 5.15-First to the this First Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted the Subsidiaries as of December 17, 2003, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted the Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. Exhibit A (to First Supplement) [Add any additional Sections as appropriate at the time the Form of Series Notes are issuedB Note] [FORM OF SERIES NOTE] STEPAN COMPANY Ralcorp Holdings, Inc. 4.24% SERIES SENIOR NOTE DUE Senior Note, Series B Due December 22, 2010 No. [ RB– [_____] [Date] $[ [____________] PPN [ ] FOR VALUE RECEIVED751028 A@ 0 For Value Received , the undersigned, Stepan CompanyRalcorp Holdings, a Delaware corporation Inc. (herein called the “Company”) ” ), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay to [ [________________], or registered assigns, the principal sum of [ [________________] DOLLARS (or so much thereof as shall not have been prepaid) Dollars on December 22, 2010, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of 4.24% per annum from the date hereof, payable semiannually, on the 22nd day of June and December in each year, commencing on with the first of such dates after June or December next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the First Supplement referred to below), payable [semiannually] , as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.24% or (ii) 2% over the rate of interest publicly announced by Bank One, N.A. from time to time in New York, New York as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank One, in , N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement Agreements referred to below. The payment and performance of this Note is unconditionally guaranteed by the Guarantors pursuant to the Subsidiary Guarantee, as such terms are used in the Note Purchase Agreements (defined below). This Note is one of a series of Senior Notes (herein called the “Notes”” ) issued pursuant to a that certain First Supplement to the Note Purchase Agreement dated as of September 29December 22, 2005 2003 (as from time to time amended, supplemented or modifiedamended and supplemented, the “First Supplement” ), to Note Purchase Agreement”)Agreements, dated as of May 22, 2003, between the Company, Company and the respective Series B Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement is entitled to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to thereinthereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement Agreements (as defined in the First Supplement) and (ii) to have made the representations representation set forth in Sections Section 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may Agreements (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms as defined in the Note Purchase AgreementFirst Supplement). EXHIBIT 1 (to Supplement) This Note is a registered with the Company Note and, as provided in the Note Purchase AgreementAgreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [First Supplement. This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase AgreementFirst Supplement, but not otherwise. If an Event of Default, as defined in the Note Purchase AgreementAgreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount, if any) and with the effect provided in the Note Purchase AgreementAgreements. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY Ralcorp Holdings, Inc. By Name: ___________________________________ [Title:] Exhibit 1 (to First Supplement) Organization and Ownership of Subsidiaries SUBSIDIARIES OF RALCORP HOLDINGS, INC. SCHEDULE 5.4 - FIRST Company State of Incorporation Ralcorp Holdings, Inc. Missouri Xxxxxxx, Inc. (1) Nevada National Oats Company (1) Nevada PL Financial Corporation (1) Nevada Xxxxxxx Food Sales, Inc. (1) Nevada Ralcorp Receivables Corporation (1) Nevada RH Financial Corporation (1) Nevada Sugar Kake Cookie Inc. (2) Delaware Flavor House Products, Inc. (2) Delaware Nutcracker Brands, Inc. (2) Georgia The Carriage House Companies, Inc. (2) Delaware JEN Acquisition Corporation (3) Nevada T & C Financial Incorporated (3) Nevada The Xxxxxxx & Xxxxxxxxx Company, LLC (4) Delaware Ripon Foods, Inc. (2) Wisconsin Heritage Wafers, LLC (5) Wisconsin Value Added Bakery Holding Company (2) Delaware Bakery Chef, Inc. (6) Kentucky Community Shops, Inc. (7) Illinois The Bun Basket, Inc. (7) Michigan 1. 100% owned by Ralcorp Holdings, Inc.

Existing Debt; Future Liens. (a) Schedule 5.15 5.15-Second to the this Second Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted the Subsidiaries as of December 17, 2003, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted the Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. Exhibit A (to Second Supplement) [Add any additional Sections as appropriate at the time the Form of Series Notes are issuedC Note] [FORM OF SERIES NOTE] STEPAN COMPANY Ralcorp Holdings, Inc. 5.43% SERIES SENIOR NOTE DUE Senior Note, Series C Due December 22, 2013 No. [ RC– [_____] [Date] $[ [____________] PPN [ ] FOR VALUE RECEIVED751028 A# 8 For Value Received , the undersigned, Stepan CompanyRalcorp Holdings, a Delaware corporation Inc. (herein called the “Company”) ” ), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay to [ [________________], or registered assigns, the principal sum of [ [________________] DOLLARS (or so much thereof as shall not have been prepaid) Dollars on December 22, 2013, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of 5.43% per annum from the date hereof, payable semiannually, on the 22nd day of June and December in each year, commencing on with the first of such dates after June or December next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Second Supplement referred to below), payable [semiannually] , as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 7.43% or (ii) 2% over the rate of interest publicly announced by Bank One, N.A. from time to time in New York, New York as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank One, in , N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement Agreements referred to below. The payment and performance of this Note is unconditionally guaranteed by the Guarantors pursuant to the Subsidiary Guarantee, as such terms are used in the Note Purchase Agreements (defined below). This Note is one of a series of Senior Notes (herein called the “Notes”” ) issued pursuant to a that certain Second Supplement to the Note Purchase Agreement dated as of September 29December 22, 2005 2003 (as from time to time amended, supplemented or modifiedamended and supplemented, the “Second Supplement” ), to Note Purchase Agreement”)Agreements, dated as of May 22, 2003, between the Company, Company and the respective Series C Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement is entitled to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to thereinthereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement Agreements (as defined in the Second Supplement) and (ii) to have made the representations representation set forth in Sections Section 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may Agreements (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms as defined in the Note Purchase AgreementSecond Supplement). EXHIBIT 1 (to Supplement) This Note is a registered with the Company Note and, as provided in the Note Purchase AgreementAgreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase AgreementSecond Supplement, but not otherwise. If an Event of Default, as defined in the Note Purchase AgreementAgreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount, if any) and with the effect provided in the Note Purchase AgreementAgreements. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY Ralcorp Holdings, Inc. By Name: ___________________________________ [Title:] Exhibit 1 (to Second Supplement) Organization and Ownership of Subsidiaries SUBSIDIARIES OF RALCORP HOLDINGS, INC. SCHEDULE 5.4 - SECOND Company State of Incorporation Ralcorp Holdings, Inc. Missouri Xxxxxxx, Inc. (1) Nevada National Oats Company (1) Nevada PL Financial Corporation (1) Nevada Xxxxxxx Food Sales, Inc. (1) Nevada Ralcorp Receivables Corporation (1) Nevada RH Financial Corporation (1) Nevada Sugar Kake Cookie Inc. (2) Delaware Flavor House Products, Inc. (2) Delaware Nutcracker Brands, Inc. (2) Georgia The Carriage House Companies, Inc. (2) Delaware JEN Acquisition Corporation (3) Nevada T & C Financial Incorporated (3) Nevada The Xxxxxxx & Xxxxxxxxx Company, LLC (4) Delaware Ripon Foods, Inc. (2) Wisconsin Heritage Wafers, LLC (5) Wisconsin Value Added Bakery Holding Company (2) Delaware Bakery Chef, Inc. (6) Kentucky Community Shops, Inc. (7) Illinois The Bun Basket, Inc. (7) Michigan

Existing Debt; Future Liens. (a) Schedule 5.15 5.15-Third to the this Third Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted the Subsidiaries as of December 17, 2003, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted the Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. Exhibit A (to Third Supplement) [Add any additional Sections as appropriate at the time the Form of Series Notes are issuedD Note] [FORM OF SERIES NOTE] STEPAN COMPANY Ralcorp Holdings, Inc. 4.76% SERIES SENIOR NOTE DUE Senior Note, Series D Due December 22, 2013 No. [ RD– [_____] [Date] $[ [____________] PPN [ ] FOR VALUE RECEIVED751028 B* 1 For Value Received , the undersigned, Stepan CompanyRalcorp Holdings, a Delaware corporation Inc. (herein called the “Company”) ” ), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay to [ [________________], or registered assigns, the principal sum of [ [________________] DOLLARS (or so much thereof as shall not have been prepaid) Dollars on December 22, 2013, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of 4.76% per annum from the date hereof, payable semiannually, on the 22nd day of June and December in each year, commencing on with the first of such dates after June or December next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Third Supplement referred to below), payable [semiannually] , as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 6.76% or (ii) 2% over the rate of interest publicly announced by Bank One, N.A. from time to time in New York, New York as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank One, in , N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement Agreements referred to below. The payment and performance of this Note is unconditionally guaranteed by the Guarantors pursuant to the Subsidiary Guarantee, as such terms are used in the Note Purchase Agreements (defined below). This Note is one of a series of Senior Notes (herein called the “Notes”” ) issued pursuant to a that certain Third Supplement to the Note Purchase Agreement dated as of September 29December 22, 2005 2003 (as from time to time amended, supplemented or modifiedamended and supplemented, the “Third Supplement” ), to Note Purchase Agreement”)Agreements, dated as of May 22, 2003, between the Company, Company and the respective Series D Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement is entitled to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to thereinthereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement Agreements (as defined in the Third Supplement) and (ii) to have made the representations representation set forth in Sections Section 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may Agreements (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms as defined in the Note Purchase AgreementThird Supplement). EXHIBIT 1 (to Supplement) This Note is a registered with the Company Note and, as provided in the Note Purchase AgreementAgreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [Third Supplement. This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase AgreementThird Supplement, but not otherwise. If an Event of Default, as defined in the Note Purchase AgreementAgreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount, if any) and with the effect provided in the Note Purchase AgreementAgreements. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY Ralcorp Holdings, Inc. By Name: ___________________________________ [Title:] Exhibit 1 (to Third Supplement) Organization and Ownership of Subsidiaries SUBSIDIARIES OF RALCORP HOLDINGS, INC. SCHEDULE 5.4 - THIRD Company State of Incorporation Ralcorp Holdings, Inc. Missouri Xxxxxxx, Inc. (1) Nevada National Oats Company (1) Nevada PL Financial Corporation (1) Nevada Xxxxxxx Food Sales, Inc. (1) Nevada Ralcorp Receivables Corporation (1) Nevada RH Financial Corporation (1) Nevada Sugar Kake Cookie Inc. (2) Delaware Flavor House Products, Inc. (2) Delaware Nutcracker Brands, Inc. (2) Georgia The Carriage House Companies, Inc. (2) Delaware JEN Acquisition Corporation (3) Nevada T & C Financial Incorporated (3) Nevada The Xxxxxxx & Xxxxxxxxx Company, LLC (4) Delaware Ripon Foods, Inc. (2) Wisconsin Heritage Wafers, LLC (5) Wisconsin Value Added Bakery Holding Company (2) Delaware Bakery Chef, Inc. (6) Kentucky Community Shops, Inc. (7) Illinois The Bun Basket, Inc. (7) Michigan

Existing Debt; Future Liens. (a) Schedule 5.15 6.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of IHOP, the Company and its Restricted the Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of IHOP, the Company or its Restricted the Subsidiaries. Neither IHOP, the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of IHOP, the Company or such Subsidiary and no event or condition exists with respect to any Debt of IHOP, the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY INTERNATIONAL HOUSE OF PANCAKES, INC. [ ]% SENIOR NOTE, SERIES SENIOR NOTE [ ] DUE [ ] No. R[ ]- [ ] [DateDate ] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan CompanyINTERNATIONAL HOUSE OF PANCAKES, a Delaware corporation INC. (herein called the “"Company”) "), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) Dollars on [ , ], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of [ ]% per annum from the date hereof, payable semiannually[ ], on the [ ] day of and [ ] in each year, commencing on with the first of such dates after [ ] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Supplement referred to below), payable [semiannually] [ ], as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [interest rate plus 2%] or (ii) 2% over the rate of interest publicly announced by [name of reference bank] from time to time in [city, state] as its "base" or "prime" rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , [ ] or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement Agreements referred to below. This Note is one of a series of Senior Notes (herein called the “"Notes”") issued pursuant to a that certain [Number] Supplement to the Note Purchase Agreement Agreements, dated as of September 29October 28, 2005 2002 (as from time to time amended, supplemented or modifiedamended and supplemented, the “Note Purchase Agreement”"Supplement"), between the Companyamong IHOP Corp., a Delaware corporation, the Company and the respective Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement is entitled to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to thereinthereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) to have agreed to the confidentiality provisions set forth in Section 20 21 of the Note Purchase Agreement Agreements (as defined in the Supplement) and (ii) to have made the representations representation set forth in Sections 6.2 and 6.3 Section 7.2 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISAAgreements. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is a registered with the Company Note and, as provided in the Note Purchase AgreementAgreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s 's attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note and the payment and performance hereof and of the Note Purchase Agreements are guarantied by the Guarantors (as defined in the Note Purchase Agreements) pursuant to the Guarantee Agreement dated as of October 28, 2002, as amended from time to time. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [Supplement. This Note is not also subject to regularly scheduled prepayments of principal.[optional] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase AgreementSupplement, but not otherwise]. [This Note is not subject to prepayment]. If an Event of Default, as defined in the Note Purchase AgreementAgreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase AgreementAgreements. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By NameINTERNATIONAL HOUSE OF PANCAKES, INC. By: [Title:] 2 QuickLinks

Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries (other than (i) intercompany Debt and (ii) Debt with an aggregate principal amount of less than $2,500,000) as of March 31, 2022 (including descriptions of the obligors and obligees, principal amounts outstanding, any collateral therefor and any Guaranty thereof), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan Company, a Delaware corporation (herein called the “Company”) hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) Except as disclosed in Schedule 5.15, neither the Company nor any Subsidiary has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Debt or to cause or permit in the extent permitted by lawfuture (upon the happening of a contingency or otherwise) any of its property, at whether now owned or hereafter acquired, to be subject to a rate per annum from time Lien that secures Debt. (c) Neither the Company nor any Subsidiary is a party to, or otherwise subject to time equal to [2% above any provision contained in, any instrument evidencing Debt of the stated rate]Company or such Subsidiary, on any overdue payment of interest andagreement relating thereto or any other agreement (including its charter or any other organizational document) which limits the amount of, during the continuance of an Event of Default, or otherwise imposes restrictions on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal incurring of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money Debt of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreementexcept as disclosed in Schedule 5.15. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement5.16.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY HNI CORPORATION % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan CompanyHNI Corporation, a Delaware an Iowa corporation (herein called the “Company”) ), a corporation organized and existing under the laws of the State of , hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of , 2006 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY HNI CORPORATION By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY OLD DOMINION FREIGHT LINE, INC. % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan CompanyOld Dominion Freight Line, a Delaware corporation Inc. (herein called the “Company”) ), a corporation organized and existing under the laws of the commonwealth of Virginia, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29April [ ], 2005 2006 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the terms of the Note Purchase Agreement, certain Subsidiaries of the Company from time to time are required to enter into a Subsidiary Guaranty, pursuant to which such Subsidiaries will absolutely and unconditionally guarantee payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY OLD DOMINION FREIGHT LINE, INC. By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the ___ Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of ___, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series ___ Notes are issuedissued and any exceptions to the representations and warranties] Exhibit 1 to Supplement FORM OF SERIES [ ] NOTE EXHIBIT 1.3 [FORM OF SERIES NOTESUBSIDIARY GUARANTY] STEPAN COMPANY % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVEDTHIS GUARANTY (this “Guaranty”) dated as of March 15, 2005 is made by the undersigned, Stepan Companyundersigned (each, a Delaware corporation (herein called “Guarantor”), in favor of the “Company”) hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum holders from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereofNotes hereinafter referred to, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided including each purchaser named in the Note Purchase Agreement hereinafter referred to below. This Note is one of a series of Senior Notes to, and their respective successors and assigns (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modifiedcollectively, the “Note Purchase AgreementHolders” and each individually, a “Holder”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company Obligors and its Restricted their Subsidiaries as of _____, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company Obligors or its Restricted their Subsidiaries. Neither None of the Company Obligors nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company any Obligor or such Subsidiary and no event or condition exists with respect to any Debt of the Company any Obligor or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series _____ Notes are issued] [FORM OF SERIES NOTEForm of Series ______ Note] STEPAN COMPANY Xxxxx Corporation Xxxxx Worldwide, Inc. Tricor Direct, Inc. ___ % SERIES SENIOR NOTE DUE Series _____ Senior Note due _______________ No. [ _____ ] [$][€][ ________ ] [Date] $[ ] PPN [ __________ ] FOR VALUE RECEIVEDFor Value Received, each of the undersigned, Stepan Company, a Delaware corporation Xxxxx Corporation (herein called the “Company”) ), a corporation organized and existing under the laws of the State of Wisconsin, Xxxxx Worldwide, Inc., a corporation organized and existing under the laws of the State of Wisconsin (“Xxxxx Worldwide”), and Tricor Direct, Inc., a corporation organized and existing under the laws of the State of Delaware (“Tricor Direct” and, together with the Company and Xxxxx Worldwide, the “Obligors”), jointly and severally hereby promises promise to pay to [ __________ ], or registered assigns, the principal sum of [ __________ ] DOLLARS (or so much thereof as shall not have been prepaid) [Dollars][Euros] on __________ , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof thereof at the rate of __________ % per annum from the date hereof, payable semiannually, on the __________ day of _____ and _____ in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by lawlaw on any overdue payment (including any overdue prepayment) of principal, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole AmountAmount (as defined in the Note Purchase Agreement referred to below), payable [semiannually] semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [coupon + 2%]% or (ii) 2% over the rate of interest publicly announced by __________ from time to time in __________ as its “base” or “prime” rate. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at _______________, in _______________, or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29May 13, 2005 2010 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the CompanyObligors, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time Exhibit 1 (to Supplement) outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 Section 6 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the CompanyObligors, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company Obligors and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company Obligors will not be affected by any notice to the contrary. [The Company Obligors will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of [As of Date] (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Obligors have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Obligors of their obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. Notwithstanding any other provision of this Note or the Note Purchase Agreement, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest that may be charged on this Note under applicable law, and this Note is expressly made subject to the provisions of the Note Purchase Agreement which more fully set out the limitations on how interest may be accrued, charged or paid on this Note. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY Xxxxx Corporation By Name: Title: Xxxxx Worldwide, Inc. By Name: Title: Tricor Direct, Inc. By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company Obligors and its their Restricted Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company Obligors or its Restricted Subsidiaries. Neither the Company any Obligor nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company any Obligor or such Subsidiary and no event or condition exists with respect to any Debt of the Company any Obligor or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY FAMILY DOLLAR STORES, INC. % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, each of the undersigned, Stepan CompanyFamily Dollar Stores, Inc., a corporation organized and existing under the laws of the State of Delaware corporation (herein called the “CompanyFDSI”) ), and Family Dollar, Inc., a corporation organized and existing under the laws of the State of North Carolina (herein called the “FDI”), hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank of America, N.A. in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to belowNew York. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the CompanyObligors, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the CompanyObligors, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company Obligors and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company Obligors will not be affected by any notice to the contrary. [The Company Obligors will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of September , 2005 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Obligors have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Obligors of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY FAMILY DOLLAR STORES, INC. By Name: Title:: FAMILY DOLLAR, INC. By Name: Title: CONFORMED COPY SUBSIDIARY GUARANTY AGREEMENT Dated as of September 27, 2005 from THE SUBSIDIARY GUARANTORS NAMED HEREIN for the benefit of THE HOLDERS OF THE NOTES RE: $169,000,000 5.41% SERIES 2005-A SENIOR NOTES, TRANCHE A, DUE SEPTEMBER 27, 2015 $81,000,000 5.24% SERIES 2005-A SENIOR NOTES, TRANCHE B, DUE SEPTEMBER 27, 2015 OF FAMILY DOLLAR STORES, INC. AND FAMILY DOLLAR, INC. Table of Contents SECTION HEADING

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY OLD DOMINION FREIGHT LINE, INC. % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan CompanyOld Dominion Freight Line, Inc., a Delaware Virginia corporation (herein called the “Company”) ), a corporation organized and existing under the laws of the State of , hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29February , 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of February , 2005 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY OLD DOMINION FREIGHT LINE, INC. By Name: Title:

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Restricted Subsidiaries as of June 30, 2010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company. The Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is not in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and and, except with respect to the Pollution Control Bonds as described on Schedule 5.15, no event or condition exists with respect to any Debt of the Company or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add Annex A to be attached hereto on the date of the Closing will correctly describe all outstanding Debt and any additional Sections as appropriate at Liens secured thereby of the time Company on the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY % SERIES SENIOR NOTE DUE Nodate of the Closing. [ ] [Since the Execution Date] $[ ] PPN [ ] FOR VALUE RECEIVED, the undersigned, Stepan Company, a Delaware corporation (herein called the “Company”) hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as there shall not have been prepaid) no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company listed on Schedule 5.15, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on other than any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment refinancing of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at , in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase AgreementPollution Control Bonds, provided that such holder may (in reliance upon information provided by the Company, which refinancing shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms without increase in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company and, principal amount remaining unpaid as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. [The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] excluding choice-of-law principles of the law date of such State that would require the application of the laws of a jurisdiction other than such Staterefinancing. STEPAN COMPANY By Name: Title:XXXXXXX XXXXXX GAS & ELECTRIC CORPORATION NOTE PURCHASE AGREEMENT

Existing Debt; Future Liens. (a) Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Debt of the Company Obligors and its their Restricted Subsidiaries as of , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company Obligors or its Restricted Subsidiaries. Neither the Company any Obligor nor any Restricted Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company any Obligor or such Subsidiary and no event or condition exists with respect to any Debt of the Company any Obligor or any Restricted Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment. [Add any additional Sections as appropriate at the time the Series Notes are issued] [FORM OF SERIES NOTE] STEPAN COMPANY FAMILY DOLLAR STORES, INC. % SERIES SENIOR NOTE DUE No. [ ] [Date] $[ ] PPN [ ] FOR VALUE RECEIVED, each of the undersigned, Stepan CompanyFamily Dollar Stores, Inc., a corporation organized and existing under the laws of the State of Delaware corporation (herein called the “CompanyFDSI”) ), and Family Dollar, Inc., a corporation organized and existing under the laws of the State of North Carolina (herein called the “FDI”), hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS Dollars (or so much thereof as shall not have been prepaid) on , with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of % per annum from the date hereof, payable semiannually, on the day of and in each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate], on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank of America, N.A. in , or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to belowNew York. This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note Purchase Agreement dated as of September 29, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the CompanyObligors, the Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the CompanyObligors, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. EXHIBIT 1 (to Supplement) This Note is registered with the Company Obligors and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company Obligors may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company Obligors will not be affected by any notice to the contrary. [The Company Obligors will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Pursuant to the Subsidiary Guaranty Agreement dated as of September , 2005 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Obligors have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Obligors of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the [State of New York] York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. STEPAN COMPANY FAMILY DOLLAR STORES, INC. By Name: Title: FAMILY DOLLAR, INC. By Name: Title: SUBSIDIARY GUARANTY AGREEMENT Dated as of September 27, 2005 from THE SUBSIDIARY GUARANTORS NAMED HEREIN for the benefit of THE HOLDERS OF THE NOTES RE: $169,000,000 5.41% SERIES 2005-A SENIOR NOTES, TRANCHE A, DUE SEPTEMBER 27, 2015 $81,000,000 5.24% SERIES 2005-A SENIOR NOTES, TRANCHE B, DUE SEPTEMBER 27, 2015 OF FAMILY DOLLAR STORES, INC. AND FAMILY DOLLAR, INC. TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. GUARANTY 2 SECTION 2. REPRESENTATIONS AND WARRANTIES 3 SECTION 3. SUBSIDIARY GUARANTOR’S OBLIGATIONS UNCONDITIONAL 5 SECTION 4. FULL RECOURSE OBLIGATIONS; PARI PASSU RANKING 10 SECTION 5. WAIVER 10 SECTION 6. WAIVER OF SUBROGATION 11 SECTION 7. SUBORDINATION 12 SECTION 8. EFFECT OF BANKRUPTCY PROCEEDINGS, ETC 12 SECTION 9. TERM OF GUARANTY 13 SECTION 10. CONTRIBUTION 13 SECTION 11. LIMITATION OF LIABILITY 14 SECTION 12. NEGATIVE PLEDGE 14 SECTION 13. SUPPLEMENTAL AGREEMENT 14 SECTION 14. DEFINITIONS AND TERMS GENERALLY 15 SECTION 15. NOTICES 15 SECTION 16. AMENDMENTS, ETC 16 SECTION 17. CONSENT TO JURISDICTION; SERVICE OF PROCESS 16 SECTION 18. WAIVER OF JURY TRIAL 17 SECTION 19. SURVIVAL 17 SECTION 20. SEVERABILITY 18 SECTION 21. SUCCESSORS AND ASSIGNS 18 SECTION 22. TABLE OF CONTENTS; HEADINGS 18 SECTION 23. COUNTERPARTS 18 SECTION 24. GOVERNING LAW 18 SECTION 25. COVENANT COMPLIANCE 18 SUBSIDIARY GUARANTY AGREEMENT, dated as of September 27, 2005 (the “Guaranty”), from each of: