Common use of Introductory Clause in Contracts

Introductory. ▇▇▇▇▇▇ Entertainment, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentC&D Technologies, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 54,500,000 principal amount of its 9.755.50% Convertible Senior Notes due 2014 2026 (the “NotesOffered Securities”). The obligations ) which are convertible into shares of common stock, $0.01 par value, of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “GuaranteesUnderlying Shares” and, together with the NotesOffered Securities, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will ) to be issued under an indenture, indenture substantially in the form of Exhibit A attached hereto to be dated as of June 16November 21, 2006 (the “Indenture”), among between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee (Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as amended (the “Securities Act.” ”), and hereby agrees with the several Purchasers as follows: The Offered Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock ”) in accordance with the terms of, and subject to the limitations set forth in, the Offered Securities and the Indenture, at the initial conversion rate specified in Schedule B hereto. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement substantially in the form of even date herewith Exhibit B attached hereto to be dated as of November 21, 2006 among the Issuers Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue resale of the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) Underlying Shares under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expensesSecurities Act. The Offered Securities, the Exchange Notes (as defined in the Registration Rights This Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, Agreement and the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Offered Securities are herein collectively hereinafter referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, Capitalized terms used but not defined herein shall have the issuance of respective meanings given to them in the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:Indenture

Introductory. ▇▇▇▇▇▇▇▇ Entertainment, Inc.66 Company, a Delaware corporation (the “Company”), proposesand ▇▇▇▇▇▇▇▇ 66, subject to a Delaware corporation (the terms and conditions stated herein“Guarantor”), to propose that the Company will issue and sell from time to time certain of its subordinated debt securities that will be fully and unconditionally guaranteed by the several initial purchasers named Guarantor registered under the registration statement referred to in Schedule A hereto Section 2(a) (such securities, including the guarantee relating thereto by the Guarantor (the “PurchasersGuarantee”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (), being hereinafter called the “NotesRegistered Securities”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Registered Securities will be issued under an the subordinated debt securities indenture, to be dated as of June 16, 2006 the Closing Date (the “Indenture”), among the Issuers Company, the Guarantor and ▇▇▇▇▇ Fargo BankU.S. Bank Trust Company, National Association, as Trustee trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The United States Registered Securities Act of 1933, as amended, is herein involved in any such offering are hereinafter referred to as the “Securities Act.” Offered Securities”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to firm or firms which the Issuers agree to file a registration statement with purchase the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined set forth in the Registration Rights Agreement)a Terms Agreement referred to in Section 3, the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively hereinafter referred to as the “Basic Documents.Underwriters” The Truck Plaza Acquisition Agreements of such securities, and the ▇▇▇▇▇ Acquisition Agreementrepresentative or representatives of the Underwriters, together with all related agreementsif any, instruments and other documents required specified in connection therewith a Terms Agreement referred to in Section 3 are herein collectively hereinafter referred to as the “Acquisition Documents” andRepresentatives”; provided, together with however, that if the Basic DocumentsTerms Agreement does not specify any representative of the Underwriters, the term “Transaction DocumentsRepresentatives”, as used in this Agreement (other than in Sections 2(b), 2(c), 2(f) and 6 and the second sentence of Section 3), shall mean the Underwriters.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentPerkinElmer, Inc., a Delaware Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers underwriters named in Schedule A hereto (each, an “Underwriter” and collectively, the “PurchasersUnderwriters”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 500,000,000 aggregate principal amount of its 9.75the Company’s 5.00% Senior Notes due 2014 2021 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇▇▇ Fargo BankLynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Barclays Capital Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be dated as of October 25, 2011 (the “Base Indenture”), between the Company and U.S. Bank National Association, as Trustee trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders Certain terms of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), established pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Trustee Base Indenture, the “Indenture”), to be dated October 25, 2011 between the Company and the Trustee. The Notes, to be dated October 25, 2011 between the Company and the Trustee, will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). As more fully described in the Disclosure Package (as defined below), the offering of the Notes is being undertaken to fund, in part, the consideration payable in, and certain costs associated with, the Merger (as defined below) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 7, 2011, among the Company, PerkinElmer Hopkinton Co. (“Merger Sub”) and Caliper Life Sciences, Inc. (“Caliper”), pursuant to which substantially all Merger Sub will merge with and into Caliper and Caliper will become a wholly owned subsidiary of the restrictive covenants applicable to Company (the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses“Merger”). The Offered Securities, Company has prepared and filed with the Securities and Exchange Notes Commission (as defined in the Registration Rights Agreement“Commission”) a registration statement on Form S-3 (File No. 333-165935), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:which contains a

Introductory. ▇▇▇▇▇▇ EntertainmentUnited Surgical Partners Holdings, Inc., a Delaware corporation (the “Company”"COMPANY") and wholly-owned subsidiary of United Surgical Partners International, Inc., a Delaware corporation (the "PARENT"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers named in Schedule on SCHEDULE A hereto (the “Purchasers”"PURCHASERS") upon the terms and subject to the conditions set forth in this agreement (the "PURCHASE AGREEMENT") U.S. $210,000,000 150,000,000 principal amount of its 9.7510% Senior Subordinated Notes due 2014 2011 (the “Notes”). The obligations of the Company under the Indenture (as defined below"NOTES") and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, dated as of June 16December 19, 2006 2001 (the “Indenture”"INDENTURE"), among the Issuers and ▇▇▇▇▇ Fargo BankCompany, National Association, as Trustee the guarantors from time to time parties thereto (the “Trustee”"GUARANTORS") and U.S. Trust Company of Texas, N.A. as trustee (the "TRUSTEE"). The Notes will be guaranteed (the "GUARANTEE," and together with the Notes, the "OFFERED SECURITIES") by the Guarantors. The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “Securities Act"SECURITIES ACT.” The holders " Holders (including subsequent transferees) of the Offered Securities will be entitled to have the benefits of a Registration Rights Agreement of even date herewith among registration rights set forth in the Issuers and the Purchasers registration rights agreement (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which be dated the Issuers agree to file a registration statement with the Securities Exchange Commission Closing Date (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”hereinafter defined), in each case pursuant to an asset purchase agreement (substantially the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company form of the Best Western ▇▇▇▇▇ Plaza ResortEXHIBIT I hereto, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, so long as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The such Offered Securities, the Exchange Notes Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit FacilityCompany and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances and upon the terms and subject to the conditions set forth therein, (i) a registration statement under the Supplemental Indenture, Securities Act (the other documents "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Tender Offer Company's 10% Senior Subordinated Notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and this Agreement are herein collectively registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and "EXCHANGE OFFER") and, if applicable, (ii) a shelf registration statement pursuant to Rule 415 under the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as Securities Act (the “Acquisition Documents” "SHELF REGISTRATION STATEMENT" and, together with the Basic DocumentsExchange Offer Registration Statement, the “Transaction Documents.” The Acquisitions, "REGISTRATION STATEMENTS") relating to the issuance resale by certain holders of the Offered Securities and each of to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the other transactions contemplated by periods specified in the Transaction Documents Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are herein collectively referred to collectively as the “Transactions"SECURITIES.” " The Issuers Company and the Guarantors hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, iStar Inc., a Delaware Maryland corporation (the “Company”), proposes, subject to confirms its agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the terms and conditions stated herein, to issue and sell to the other several initial purchasers underwriters named in Schedule A hereto (collectively, the “PurchasersUnderwriters”) U.S. ), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $210,000,000 275,000,000 aggregate principal amount of its 9.75the Company’s 6.50% Senior Notes due 2014 2021 (the “NotesSecurities”). The obligations ▇.▇. ▇▇▇▇▇▇ has agreed to act as the representative of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed several Underwriters (the “Guarantees” and, together Representative”) in connection with the Notes, the “Offered Securities”), on a joint offering and several basis, by each sale of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”)Securities. The Offered Securities will be issued under pursuant to an indenture, dated as of June 16February 5, 2006 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-eighth Supplemental Indenture, to be dated as of March 29, 2016 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Issuers Company, the Trustee and ▇▇▇▇▇ Fargo Bankthe Depositary. This Agreement, National Association, the Securities and the Indenture are referred to herein as Trustee the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (the “TrusteeCommission”) a registration statement on Form S-3 (File No. 333-198576), which contains a base prospectus (the “Base Prospectus”). The United States , to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, is herein referred to as and the rules and regulations promulgated thereunder (collectively, the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information deemed to be a part thereof at the time of effectiveness pursuant to which the Issuers agree to file a registration statement with Rule 430B under the Securities Exchange Commission (Act, is called the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:Registration

Introductory. ▇▇▇▇▇▇ EntertainmentThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Univest Securities, Inc.LLC, (“Univest” or the “Placement Agent”) shall be engaged by GD Culture Group Limited, a Delaware corporation formed under the laws of the State of Nevada (the “Company”), proposesto act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, subject as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Securities Purchase Agreement (defined below). The Offering will consist of an aggregate of $5,500,000 of shares (the “PurchasersShares”) U.S. of the Company’s common stock, $210,000,000 principal amount of its 9.75% Senior Notes due 2014 0.0001 par value per share (the “NotesCommon Stock”)) and pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase Common Stock. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the instructions agreed by parties, unless the Company and the Investors agree to wire transfer to a separate account specified in writing between the parties. The obligations of Securities will be offered and sold to the Company under the Indenture Investors (as defined below) and in the Notes will be unconditionally guaranteed (Offering pursuant to the “Guarantees” and, together with exemption from the Notes, the “Offered Securities”), on a joint and several basis, by each registration requirements of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as and the “Securities Act.” The holders rules and regulations of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular thereunder (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdingscollectively, Inc., an affiliate of the Company (the “Truck Plaza AcquisitionsSecurities Act”), in each case pursuant to an asset purchase agreement reliance upon Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (the “Truck Plaza Acquisition AgreementsRegulation D”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Calpine Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell from time to the several initial purchasers named in Schedule A hereto time certain of its debt securities (the “Purchasers”) U.S. "DEBT SECURITIES"), preferred stock, par value $210,000,000 principal amount of its 9.75% Senior Notes due 2014 .001 per share (the “Notes”"PREFERRED STOCK"). The obligations of , and common stock, par value $.001 per share (the Company "COMMON STOCK"), registered under the Indenture registration statement referred to in Section 2(a) (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company"REGISTERED SECURITIES"), the “Issuers”)proceeds of which will not exceed $2,000,000,000, plus the proceeds from any over-allotment options. The Offered Debt Securities will be issued under an indenture, dated as of June 16[ ], 2006 20- (the “Indenture”"INDENTURE"), among between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms. The United States Preferred Stock may be issued in one or more series, which series may vary as to dividend rates, redemption provisions, selling prices and other terms. Particular offerings of the Registered Securities Act will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of 1933, as amended, is herein the offering determined at the time of the sale. The Registered Securities involved in any such offering are hereinafter referred to as the “Securities Act.” "OFFERED SECURITIES". The holders of firm or firms which agree to purchase the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively hereinafter referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "UNDERWRITERS" of such securities, and the ▇▇▇▇▇ Acquisition Agreementrepresentative of the Underwriters, together with all related agreementsif any, instruments and other documents required specified in connection therewith are herein collectively a Terms Agreement referred to in Section 3 is hereinafter referred to as the “Acquisition Documents” and"REPRESENTATIVE"; provided, together however, that if the Terms Agreement does not specify any representatives of the Underwriters, the term "Representative", as used in this Agreement (other than in Sections 2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the Underwriters. The Offered Securities shall consist of firm commitment securities ("Firm Securities") and may, except in the case of Debt Securities, consist of additional securities that the Underwriters may purchase pursuant to an over-allotment option ("Optional Securities") described in Section 3, as set forth in the Terms Agreement. The Company agrees with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers Underwriters as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Inmarsat Finance II plc, a Delaware corporation public limited company incorporated under the laws of England and Wales (the “Issuer”), and an indirect subsidiary of Inmarsat Group Holdings Limited (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers Purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 450,000,000 principal amount at maturity of its 9.7510 3/8% Senior Discount Notes due 2014 2012 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, dated the Closing Date (as of June 16, 2006 defined below) (the “Indenture”), among between the Issuers Issuer, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee Trustee. The Notes will initially be represented by one or more global securities in bearer form without interest coupons attached (the “TrusteeGlobal Securities”), which will be issued by the Issuer and deposited with The Bank of New York, as depositary (the “Book-Entry Depositary”), pursuant to a deposit agreement (the “Deposit Agreement”) of even date with the Indenture between the Issuer, the Book-Entry Depositary and the holders and beneficial owners of certificateless depositary interests (the “CDIs”) in the Notes. References herein to the Notes (other than references to the Notes in Section 2(j)) shall, unless the context otherwise requires, include the Global Notes, the CDIs issued under the Deposit Agreement and the book-entry interests therein. The Notes will be guaranteed (the “Guarantee”) by Inmarsat Holdings Limited (the “Guarantor”). The Notes and the Guarantee are herein collectively referred to as the “Offered Securities.” The gross proceeds from the Offered Securities will be loaned by the Issuer to the Guarantor, which will use the proceeds to: (i) repurchase or otherwise retire an amount of approximately $290 million euro equivalent accreted principal amount of the subordinated preference certificates issued by the Guarantor on December 30, 2003 (“Subordinated Preference Certificates”), and (ii) to pay fees and expenses of the offering of the Offered Securities. The Issuer and the Guarantor understand that the Purchasers propose to make an offering of the Offered Securities on the terms and in the manner set forth herein and agree that the Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Offered Securities to purchasers (“Subsequent Purchasers”) at any time after this Agreement has been executed and delivered. The Offered Securities are to be offered, purchased and resold by the Purchasers without being registered under the United States Securities Act of 1933, as amendedamended (the “Securities Act”), in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Indenture, investors that acquire Offered Securities may only resell or otherwise transfer such Offered Securities if such Offered Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) promulgated by the U.S. Securities and Exchange Commission (the “Commission”) or Regulation S under the Securities Act (“Regulation S”) promulgated by the Commission). The Purchasers have indicated that the Offered Securities they sell may be sold by their affiliates, Credit Suisse First Boston LLC and Barclays Capital Inc., as selling agents for the Purchasers (the “Rule 144A Selling Agents”), to Qualified Institutional Buyers (as such term is defined in Rule 144A) pursuant to Rule 144A. This Agreement, the Indenture (as defined below), the Registration Rights Agreement (as defined below), the Notes, the Guarantee, the Deposit Agreement, the subordinated intercompany note proceeds loan between the Issuer and the Guarantor, dated the Closing Date (the “Subordinated Intercompany Note Proceeds Loan”), the pledge of the subordinated intercompany note proceeds loan between the Issuer and the Trustee, dated the Closing Date (the “Note Proceeds Loan Pledge Agreement”), the Assignment Agreement between the Guarantor and the Trustee, dated the Closing Date (the “Assignment Agreement”), the Priority Deed between the Guarantor, the Trustee and holders of Subordinated Preference Certificates, dated the Closing Date (the “Priority Deed”), the promissory note, dated the Closing Date, issued by the Guarantor pursuant to the Subordinated Intercompany Note Proceeds Loan (the “Promissory Note”), the paying agency agreement between the Issuer, the Guarantor, the Bank of New York and The Bank of New York (Luxembourg) S.A., dated the Closing Date (the “Paying Agency Agreement”), and all agreements and instruments entered into or to be entered into or issued by the Company, the Issuer, the Guarantor or any of their subsidiaries in relation thereto or in connection with the consummation of the transactions contemplated herein (including the issuance and sale of the Offered Securities) or in the Offering Document (as defined below) are herein collectively referred to as the “Securities ActOperative Documents.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith registration rights agreement to be dated the Closing Date among the Issuers Issuer, the Guarantor and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers Issuer and the Guarantor agree to file a registration statement with the Securities Exchange Commission (registering the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance resale of the Offered Securities under the Securities Act. The Issuer and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Guarantor hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇▇ Entertainment& ▇▇▇▇▇▇ Floorcoverings, Inc., a Delaware corporation (the “Company”"COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”"PURCHASERS") U.S. $210,000,000 U.S.$175,000,000 principal amount of its 9.759 3/4% Senior Subordinated Notes due 2014 Due 2010 (the “Notes”"OFFERED SECURITIES"). The obligations of the Company under the Indenture (as defined below) and the Notes Offered Securities will be unconditionally guaranteed (the “Guarantees” andeach, together with the Notes, the “Offered Securities”), a "GUARANTY") on a joint and several basis, senior subordinated basis by each of the Company’s 's subsidiaries listed in on Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”"GUARANTORS"). The Offered Securities and the Guaranties will be issued under an indenture, dated as of June 16February 15, 2006 2002 (the “Indenture”"INDENTURE"), among between the Issuers Company, the Guarantors and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “Securities Act.” The holders "SECURITIES ACT". Holders (including subsequent transferees) of the Offered Securities will be entitled to have the benefits of a Registration Rights Agreement of even date herewith among registration rights set forth in the Issuers and the Purchasers registration rights agreement (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which be dated the Issuers agree to file a registration statement with the Securities Exchange Commission Closing Date (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue , in substantially the form of Exhibit I hereto, for so long as such Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Private Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 9 3/4% Senior Subordinated Notes in a like aggregate principal amount as the Offered Securities issued by the Company under the Indenture, identical in all material respects to the Initial Securities (as defined in the Registration Rights Agreement) and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating Offered Securities (such offer to the Tender Offer and this Agreement are herein collectively exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "EXCHANGE OFFER") and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Guaranties thereof and other documents required in connection therewith are herein collectively referred (ii) a shelf registration statement pursuant to as Rule 415 under the “Acquisition Documents” Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Basic DocumentsExchange Offer Registration Statement, the “Transaction Documents.” The Acquisitions, "REGISTRATION STATEMENTS") relating to the issuance resale by certain holders of the Offered Securities and each of to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the other transactions contemplated by periods specified in the Transaction Documents Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are herein collectively referred to collectively as the “Transactions.” "SECURITIES". The Issuers Company and the Guarantors hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentComputer Associates International, Inc., a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A I hereto (the “"Purchasers”") U.S. $210,000,000 400,000,000 principal amount of its 9.751 5/8% Convertible Senior Notes due 2014 2009 (the “Notes”"Firm Securities"). The obligations Company also proposes to grant to the Purchasers an option to purchase up to $60,000,000 additional principal amount of the Company under the Indenture (as defined below) and the such Notes will be unconditionally guaranteed (the “Guarantees” "Option Securities" and, together with the NotesFirm Securities, the “"Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”"). The Offered Securities will be convertible into shares of common stock of the Company, par value $.10 per share (the "Common Stock"). The Offered Securities are to be issued under an indenture, to be dated as of June 16December 11, 2006 2002 (the “Indenture”"), among between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationState Street Bank and Trust Company, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “"Securities Act.” ". The holders of the Offered Securities and the Common Stock issuable upon conversion thereof will be entitled to have the benefits benefit of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “"Registration Rights Agreement”)") between the Company and the Purchasers, pursuant to which the Issuers Company will agree to file a registration statement with register the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue resale of the Offered Securities in connection with (i) under the acquisition by Securities Act subject to the terms and conditions specified therein. In addition, the Company will purchase from Bank of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco HoldingsAmerica, Inc.N.A., an affiliate of the Company Banc of America Securities LLC (the “Truck Plaza Acquisitions”"BA"), in each case call spread repurchase transaction pursuant to an asset purchase agreement Issuer Call Spread Repurchase Transaction, to be dated as of December 11, 2002, between the Company and BA (the “Truck Plaza Acquisition Agreements”"BA Issuer Call Spread Repurchase Transaction"); (ii) the acquisition by , and the Company will purchase from Citibank, N.A., an affiliate of the Best Western ▇▇▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇▇ Acquisition Agreement” andInc. ("Citibank"), together with the Truck Plaza Acquisition Agreementscall spread repurchase transaction pursuant to an Issuer Call Spread Repurchase Transaction, the “Acquisition Documents”); (iii) the conversion to be dated as of a 21,000 square-foot facility in ElkoDecember 11, Nevada2002, into a casino (the “Elko Development”); (iv) the entrance by between the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” Citibank (the “Credit Facility”"Citibank Issuer Call Spread Repurchase Transaction", and together with BA Issuer Call Spread Transaction, the "Issuer Call Spread Repurchase Transactions"); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Company hereby agree agrees with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentBurlington Coat Factory Investments Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 99,309,000 aggregate principal amount at maturity of its 9.7514 1/2% Senior Discount Notes due 2014 (the “Notes”). The obligations Banc of America Securities LLC, Bear, ▇▇▇▇▇▇▇ & Co. Inc. and Wachovia Capital Markets, LLC have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Company under the Indenture (as defined below) and the Notes. The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant an indenture, to be dated as of June 16April 13, 2006 (the “Indenture”), among between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement relating to the Notes, to be dated as of even date herewith among the Issuers and the Purchasers April 13, 2006 (the “Registration Rights Agreement”), pursuant among the Company and the Initial Purchasers. Pursuant to which the Issuers Registration Rights Agreement, the Company will agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue , under the Offered Securities in connection with circumstances set forth therein, (i) a registration statement under the acquisition by the Company Securities Act (as defined below) relating to another series of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate debt securities of the Company with terms substantially identical to each series of Notes (the “Truck Plaza AcquisitionsExchange Notes”) to be offered in exchange for such Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Notes are being issued as part of the financing necessary to effect the merger (the “Merger”) of BCFWC Mergersub, Inc. (“Mergersub”), a wholly-owned subsidiary of the Company, with and into the Burlington Coat Factory Warehouse Corporation (“BCFWC”), with the BCFWC as the surviving entity. The Merger will be effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 18, 2006, between Burlington Coat Factory Holdings, Inc. (f/k/a BCFWC Acquisition, Inc.) (“Parent”), BCFWC and Mergersub. In connection with the Merger, ▇▇▇▇ Capital Partners, LLC or one or more of its affiliates (the “Sponsor”) as well as certain other parties will purchase for cash, common equity interests of Parent (the “Equity Financing”) in an aggregate dollar amount equal to no less than 20% of the total capitalization of Parent and its subsidiaries on a consolidated basis, and upon consummation of the Merger and the other transactions contemplated hereby, Sponsor and management will own 100% of the common equity of BCFWC. Mergersub will simultaneously enter into a senior secured revolving credit facility and a first in, last out revolving credit facility aggregating $800.0 million (the “Revolving Credit Facility”) and a senior secured term loan facility in an amount of $900.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”), in each case pursuant to an asset purchase agreement among Mergersub, BCFWC, the guarantors party thereto (including the “Truck Plaza Acquisition Agreements”Company); (ii) , the acquisition by the Company lenders party thereto and certain affiliates of the Best Western Initial Purchasers. In addition, ▇▇▇▇▇▇▇▇▇ Plaza Resortwill simultaneously enter into an indenture (the “BCFWC Indenture”) among Mergersub, a land-based casino located in Carson Citythe Company, Nevada (“the guarantors party thereto, ▇▇▇▇▇ Plaza” andFargo Bank, together with N.A. relating to the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement issuance and sale of $305.0 million aggregate principal amount of senior notes due 2014 of Mergersub (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 BCFWC Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentAmerican International Group, Inc., a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell from time to time, to the several initial purchasers underwriters named in Schedule A II hereto (the “Purchasers”) U.S. $210,000,000 principal amount "Underwriters"), for whom you are acting as representatives (the "Representatives"), certain of its 9.75% Senior Notes due 2014 debt securities (the “Notes”). The obligations of the Company under the Indenture (as defined below"Offered Debt Securities") and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed identified in Schedule B hereto (eachI hereto, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, dated as of June 16, 2006 the indenture specified in Schedule I hereto (the “"Indenture”), among ") between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National Association, as the Trustee identified in such Schedule (the “"Trustee”"). In the absence of Representatives, any reference herein to the "Representatives" shall be deemed to be a reference to the "Underwriters". The United States Company has prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, is herein referred to as and the “rules and regulations of the Commission thereunder (collectively, the "Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”"), pursuant to which the Issuers agree to file a registration statement (the file number of which is set forth in Schedule I hereto) on Form S-3 relating to the Offered Debt Securities (the "Initial Registration Statement"). The Company also has filed with, or proposes to file with, the Commission pursuant to Rule 424 under the Securities Act (and at such time as may be required by Rule 430A(a)(3) under the Securities Act) a prospectus supplement specifically relating to the Offered Debt Securities. The various parts of the Initial Registration Statement, any post-effective amendment thereto and a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement") filed pursuant to Rule 462(b) under the Securities Act including all exhibits thereto, the documents incorporated by reference in the prospectus contained in the Initial Registration Statement and any information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Exchange Commission Act and deemed by virtue of Rule 430A under the Securities Act to be part of the registration statement at the time it was declared effective but excluding the Form T-1 (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue , each as amended at the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate time such part of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company Initial Registration Statement became effective or such part of the Best Western ▇▇▇▇▇ Plaza ResortRule 462(b) Registration Statement, a land-based casino located in Carson Cityif any, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any became or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement hereafter becomes effective are herein hereinafter collectively referred to as the “Basic Documents.” "Registration Statement". The Truck Plaza Acquisition Agreements and related prospectus covering the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required Offered Debt Securities in connection therewith are herein collectively the form first used to confirm sales of the Offered Debt Securities is hereinafter referred to as the “Acquisition Documents” and, together with "Basic Prospectus". The Basic Prospectus as supplemented by the Basic Documents, prospectus supplement specifically relating to the “Transaction Documents.” The Acquisitions, Offered Debt Securities in the issuance form first used to confirm sales of the Offered Debt Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively is hereinafter referred to as the “Transactions.” The Issuers hereby agree "Prospectus". Any reference in this Agreement to the Basic Prospectus, any preliminary form of Prospectus (a "preliminary prospectus") previously filed with the several Purchasers Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to item 12 of Form S-3 under the Securities Act which were filed under the Securities Exchange Act of 1934, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") on or before the date of this Agreement or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be; any reference to "amend", "amendment" or "supplement" with respect to the Initial Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Initial Registration Statement that is incorporated by reference in the Registration Statement; and any reference to "amend", "amendment" or "supplement" with respect to the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Basic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein.

Introductory. ▇▇▇▇▇▇ Entertainment, Conoco Inc., a Delaware corporation (the “Company”"CONOCO"), proposesand Conoco Funding Company, subject to an unlimited liability company incorporated under the terms laws of Nova Scotia, Canada and conditions stated hereina wholly owned subsidiary of Conoco ("Conoco Funding"; Conoco Funding, to together with Conoco jointly and severally, being hereafter called the "Company") propose that Conoco Funding will issue and sell from time to time certain of its unsecured debt securities fully and unconditionally guaranteed by Conoco registered under the several initial purchasers named registration statement referred to in Schedule A hereto Section 2(a) (such securities, including the guarantee relating thereto by Conoco (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 ("Guarantee"), being hereinafter called the “Notes”"REGISTERED SECURITIES"). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Registered Securities will be issued under an indenture, to be dated as of June 16October 11, 2006 2001 (the “Indenture”"INDENTURE"), among the Issuers Conoco, Conoco Funding and ▇▇▇▇▇ Fargo BankBank One, National AssociationN.A., as Trustee (Trustee, in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the “Trustee”)Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The United States Registered Securities Act of 1933, as amended, is herein involved in any such offering are hereinafter referred to as the “Securities Act.” "OFFERED SECURITIES". The holders of firm or firms which agree to purchase the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively hereinafter referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "UNDERWRITERS" of such securities, and the ▇▇▇▇▇ Acquisition Agreementrepresentative or representatives of the Underwriters, together with all related agreementsif any, instruments and other documents required specified in connection therewith a Terms Agreement referred to in Section 3 are herein collectively hereinafter referred to as the “Acquisition Documents” and"REPRESENTATIVES"; provided, together with however, that if the Basic DocumentsTerms Agreement does not specify any representative of the Underwriters, the “Transaction Documentsterm "Representatives", as used in this Agreement (other than in Sections 2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the Underwriters.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.CNX Resources Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $210,000,000 500,000,000 aggregate principal amount of its 9.75the Company’s 7.375% Senior Notes due 2014 2031 (the “Notes”). The obligations Citigroup Global Markets Inc. has agreed to act as representative of the Company under several Initial Purchasers (the Indenture “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, dated as of June 16, 2006 indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuers Company, the Guarantors (as defined below) named therein as parties thereto and ▇▇▇▇▇ Fargo UMB Bank, National AssociationN.A., as Trustee trustee (in such capacity, the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amendednominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Trustee and DTC. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities ActSecurities.” The holders Company understands that the Initial Purchasers propose to make an offering of the Offered Securities will be entitled on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the benefits conditions set forth herein, all or a portion of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers Securities to purchasers (the “Registration Rights AgreementSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”), pursuant . The Securities are to which be offered and sold to or through the Issuers agree to file a registration statement Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue the Offered Securities Initial Purchasers copies of a Preliminary Offering Memorandum, dated September 12, 2022 (the “Preliminary Offering Memorandum”), and has prepared and delivered to the Initial Purchasers copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchasers in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchasers a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Securities and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith Indenture (including the Guarantees set forth therein) are herein collectively referred to herein as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Company hereby agree confirms its agreements with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentSonic Automotive, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $210,000,000 200,000,000 aggregate principal amount of its 9.75the Company’s 7.00% Senior Subordinated Notes due 2014 2022 (the “Notes”). The obligations ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the Company under several Initial Purchasers (the Indenture “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16July 2, 2006 2012 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a blanket issuer letter of representations, dated November 19, 2003 (the “DTC Agreement”), between the Company and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (as defined below) (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers agree Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in ac- cordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” Concurrently with the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), pursuant to which the net proceeds of the offering of the Securities will be deposited with the Escrow Agent on the Closing Date, and the Company shall deposit with the Escrow Agent on the Closing Date an additional amount of cash (collectively, the “Escrow Proceeds”) sufficient to redeem the Securities in cash at a redemption price in the amount and manner and at the time set forth in the Indenture (the “Escrow Redemption Amount”). The Escrow Proceeds shall be held by the Escrow Agent in an escrow account (the “Escrow Account”) in accordance with the terms and provisions set forth in the Escrow Agreement, and released in accordance with the conditions set forth therein, as described in the Pricing Disclosure Package and the Final Offering Memorandum (each term as defined below) (such date of release, the “Release Date”). If the Release Date does not occur by October 23, 2012 (120 days following the date hereof) or on such earlier date determined by the Company, the Securities will be redeemed at the Escrow Redemption Amount in accordance with the terms of the Indenture. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 25, 2012 (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 25, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.BanPonce Trust I (the "Issuer"), a Delaware corporation statutory business trust created under the Business Trust Act (the “Company”"Delaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Section 3801 et seq.), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Underwriters ("Underwriters") ______ of its ___% Capital Securities, Liquidation Amount $1,000 per Capital Security (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”"Capital Securities"). The obligations of Capital Securities will be guaranteed by BanPonce Financial Corp. (the Company under "Corporation") and BanPonce Corporation (the Indenture "Guarantor"), to the extent set forth in the Prospectus (as defined below), with respect to distributions and amounts payable upon liquidation or redemption (the "Guarantees"), pursuant to (i) the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date (as defined below), executed and delivered by the Corporation and The First National Bank of Chicago, a New York corporation, as trustee (the "Guarantee Trustee"), and (ii) the Guarantee Agreement (the "Additional Guarantee Agreement"), to be dated as of the Closing Date, executed and delivered by the Guarantor and the Guarantee Trustee, each for the benefit of the holders from time to time of the Capital Securities. The proceeds from the sale of the Capital Securities to the Underwriters will be aggregated with the entire proceeds from the sale by the Issuer to the Corporation of the common securities of the Issuer (the "Common Securities") and the Notes will be unconditionally used by the Issuer to purchase the ___% Junior Subordinated Deferrable Interest Debentures (the "Debentures"), issued by the Corporation and guaranteed (the “Guarantees” and, together with "Debenture Guarantee") by the Notes, Guarantor pursuant to a Guarantee Agreement (the “Offered Securities”"Debenture Guarantee Agreement"), on a joint and several basis, by each to be dated as of the Company’s subsidiaries listed in Schedule B hereto (eachClosing Date, a “Guarantor” andbetween the Guarantor and The First National Bank of Chicago, collectively, the “Guarantors” and, together with the Company, the “Issuers”)as trustee. The Offered Capital Securities and the Common Securities will be issued under an indenturepursuant to the Amended and Restated Declaration of Trust of the Issuer, to be dated as of June 16, 2006 the Closing Date (the “Indenture”"Declaration"), among the Issuers and ▇▇▇▇▇ Fargo Bank, National AssociationCorporation, as Trustee Depositor, the Guarantor and the trustees named therein (the “"Trustees") and the holders from time to time of the Capital Securities and the Common Securities, which represent undivided beneficial interests in the assets of the Issuer. The Debentures will be issued pursuant to a Junior Subordinated Indenture, to be dated as of the Closing Date (the "Indenture"), among the Guarantor, the Corporation and The First National Bank of Chicago, as trustee (the "Debenture Trustee”"). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Capital Securities, the Exchange Notes (as defined in the Registration Rights Agreement)Guarantees, the Private Exchange Securities (Debentures and the Debenture Guarantee are collectively referred to herein as defined in the Registration Rights "Securities." This Agreement), the Indenture, the Registration Rights Declaration, the Guarantee Agreement, the Credit FacilityAdditional Guarantee Agreement, the Supplemental Indenture, Debenture Guarantee Agreement and the other documents relating to the Tender Offer and this Expense Agreement (as defined herein) are herein collectively referred to collectively as the “Basic "Operative Documents".” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. On the Closing Date (as defined below), United Service Technologies Limited, a British Virgin Islands corporation ("UNISERV"), as successor to Supply Solutions Limited, a British Virgin Islands corporation ("SUPPLY SOLUTIONS"), pursuant to the Merger (as defined below), will enter into, with each of Credit Suisse First Boston International ("CSFBI") and Bear ▇▇▇▇▇▇▇ EntertainmentInternational Limited ("BSIL"), certain option and loan transactions (the "COLLAR TRANSACTIONS") covering initially 6,620,000 ordinary shares (the "ORDINARY SHARES"), no par value per share, of UTi Worldwide Inc., a Delaware British Virgin Islands corporation (the “Company”"COMPANY"), proposes, subject which may be increased to cover up to an additional 993,000 Ordinary Shares pursuant to the terms of the Collar Transactions. In connection with hedging its exposure under the Collar Transactions, CSFBi and conditions stated hereinBSIL, or their respective affiliates (collectively, the "DEALERS") propose to issue borrow and sell to the several initial purchasers Underwriters named in Schedule A I hereto (the “Purchasers”"UNDERWRITERS") U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 5,743,000 Ordinary Shares (the “Notes”"FIRM SECURITIES") and up to an additional 861,000 Ordinary Shares (the "OPTIONAL SECURITIES") if the Underwriters exercise their option to cover over-allotments in connection with the underwritten offering of the Firm Securities as set forth under Section 3 below. Up to 4,403,057 of the Firm Securities (the "AFFILIATED LOANED SHARES") will be borrowed from certain lenders affiliated with the Company named in Schedule II hereto (the "AFFILIATED LENDERS"). The obligations of Firm Securities and the Company Optional Securities, which are to be borrowed by the Dealers, are herein collectively called the "OFFERED SECURITIES". In addition, the Dealers will borrow from time to time an additional 877,000 (or up to 1,009,000 if the Underwriters have exercised their option to cover over-allotments in connection with the underwritten offering) Ordinary Shares (the "ADDITIONAL SECURITIES"), which the Dealers will sell under the Indenture Registration Statement (as defined below) and pursuant to the Notes will be unconditionally guaranteed (Registration Rights Agreement dated as of November 23, 2004, as amended by Amendment No. 1 to the “Guarantees” andRegistration Rights Agreement dated as of December 17, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with 2004 among the Company, Uniserv and, with respect to certain provisions, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 Dealers (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”"REGISTRATION RIGHTS AGREEMENT"), in connection with which the Company and its subsidiaries that have issued guarantees Collar Transactions. The Additional Securities will not be included in the offering of the 2009 Notes Offered Securities to be underwritten by the Underwriters, and the Dealers will not sell any Additional Securities through the underwriting syndicate formed by the Underwriters to offer the Offered Securities. Uniserv will enter into a supplemental indenture the Collar Transactions to finance the payment to certain of its shareholders of Uniserv in connection with the merger (the “Supplemental Indenture”"MERGER") of Supply Solutions and Uniserv in accordance with the Trustee pursuant Plan of Merger in terms of sections 76 to which substantially all 79 of the restrictive covenants applicable to International Business Companies Act 1984 (Cap 291) of the 2009 Notes will cease to apply to British Virgin Islands (the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment "PLAN OF MERGER"), which was approved by the Company sole shareholder of related fees Supply Solutions on November 22, 2004 and expensesby the shareholders of Uniserv on December 15, 2004, and sets out certain terms and conditions for the cancellation of Uniserv shares held by certain Uniserv shareholders (the "RESOLUTIVE CONDITIONS"). The Offered SecuritiesAs set forth in the Plan of Merger, the Exchange Notes Resolutive Condition (as defined in the Registration Rights Agreement)Plan of Merger) relates to, among other things, the Private Exchange consummation of the sale of the Firm Securities (as defined contemplated in the Registration Rights this Agreement). Uniserv, the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements Company and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Dealers hereby agree with the several Purchasers Underwriters as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.AFCO Credit Corporation, a Delaware New York corporation (the “Company”"AFCO Credit"), proposesand AFCO Acceptance Corporation, subject a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "Receivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Transferor"). The Transferor proposes to convey such Receivables to the terms Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and conditions stated herein, proposes to issue and cause the Trust to sell to the several initial purchasers Underwriters named in Schedule A I hereto (the “Purchasers”) U.S. "Underwriters"), for whom you are acting as representative (the "Representative"), $210,000,000 25,000,000 aggregate initial principal amount of its 9.75% Senior Notes due 2014 Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the “Notes”"Class B Certificates"). The obligations of , in the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the NotesTrust, the “Offered Securities”), on a joint and several basis, by each terms of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as are described in the Preliminary Offering Circular and the Final Offering Circular Prospectus (each as defined below). It is understood that Transferor is currently entering into a Class A Underwriting Agreement dated the date hereof (the "Class A Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class A Underwriters") providing for the sale of $440,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class A Certificates"). The Issuers propose Class B Certificates and the Class A Certificates are referred to issue herein collectively as the Offered Securities in connection with (i) "Certificates." This Agreement and the acquisition Class A Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be conveyed by the Company Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of three truck plaza video gaming facilities December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the raw land Transferor. The Receivables will be conveyed by the Transferor to develop the Trust in exchange for the Certificates pursuant to a fourth video gaming plaza from Gameco HoldingsPooling and Servicing Agreement, dated as of December 1, 1996 (the "P&S") and the Series 1996-1 Supplement thereto (the "Series Supplement") and together with the P&S, (the "Pooling and Servicing Agreement") dated as of December 1, 1996, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., an affiliate of the Company a Missouri corporation (the “Truck Plaza Acquisitions”"PFSI"), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company as back-up servicer and Premium Financing Specialists of the Best Western ▇▇▇▇▇ Plaza ResortCalifornia, Inc., a land-based casino located in Carson City, Nevada California corporation (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”"PFSIC"); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package back-up servicer (PFSI and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement PFSIC are herein collectively referred to as the “Basic Documents.” "Back-up Servicer") and The Truck Plaza Acquisition Agreements and First National Bank of Chicago, a national banking association, as trustee (the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents"Trustee"). In addition, the “Transaction Documents.” The AcquisitionsTransferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the issuance "Collateral Interest Holder") and Credit Suisse as Agent (the "Agent") will enter into a Loan Agreement to be dated as of the Offered Securities and each Closing Date (the "Loan Agreement") pursuant to which the Collateral Interest Holder will acquire $35,000,000 aggregate initial principal amount of the other transactions contemplated by Collateral Interest (the Transaction Documents "Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are herein collectively referred to as not otherwise defined shall have the “Transactionsmeanings ascribed thereto in the Pooling and Servicing Agreement.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇▇▇▇ EntertainmentEnergy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 750,000,000 in aggregate principal amount of its 9.75the Company’s 8.125% Senior Notes due 2014 2022 (the “Notes”). The obligations ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and RBS Securities Inc. have agreed to act as the representatives of the Company under Initial Purchasers (the Indenture (as defined below“Representatives”) in connection with the offering and sale of the Notes. The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16April 17, 2006 2012 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”). The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, dated as of even date herewith among the Issuers and the Purchasers Closing Date (as defined below) (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) ▇▇▇▇▇▇▇▇▇ Onshore, LLC, Lariat Services, Inc., ▇▇▇▇▇▇▇▇▇ Operating Company, Integra Energy, L.L.C., ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, ▇▇▇▇▇▇▇▇▇ Tertiary, LLC, ▇▇▇▇▇▇▇▇▇ Midstream, Inc., ▇▇▇▇▇▇▇▇▇ Offshore, LLC and ▇▇▇▇▇▇▇▇▇ Holdings, Inc. and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees set forth in the Indenture (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made by the Initial Purchasers is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a preliminary offering memorandum, dated April 2, 2012, including documents incorporated by reference therein (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 2, 2012, in the form attached hereto as Exhibit B (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other deliver to each Initial Purchaser a final offering memorandum dated the date hereof including documents required in connection therewith are herein collectively referred to as incorporated by reference therein (the “Acquisition DocumentsFinal Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and, together with and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Basic DocumentsSecurities Exchange Act of 1934 (as amended, the “Transaction Documents.Exchange Act,” The Acquisitionswhich term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. Pursuant to the Equity Purchase Agreement dated as of February 1, 2012 by and among the Company, Dynamic Offshore Holding, LP, a Delaware limited partnership and R/C Dynamic Holdings, L.P., a Delaware limited partnership (the “Equity Purchase Agreement”), subject to the conditions set forth therein, the issuance Company will acquire, on the Closing Date, 100% of the Offered Securities and each outstanding limited liability company interest of Dynamic Offshore Resources, LLC, a Delaware limited liability company (“Dynamic”). The closing of the other transactions contemplated by offering and sale of the Transaction Documents are herein collectively referred to as Notes is conditioned upon the “Transactions.” concurrent closing of the Company’s acquisition of Dynamic. The Issuers Company hereby agree confirms its agreements with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.PIH Acquisition Co., a Delaware corporation (the “CompanyPIH”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 U.S.$151,000,000 principal amount of its 9.75their 10 3/4% Senior Subordinated Notes due 2014 Due 2013 (the “NotesOffered Securities”). The obligations ) to be issued under an indenture to be dated as of the Company under the Indenture Closing Date (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), ) among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (in a private transaction pursuant to Section 4(2) of the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as amended (the “Securities Act.”). As part of the transactions described under the heading “The Transactions” in the Offering Document (as defined below), PIH, an affiliate of Genstar Capital Partners (“Genstar”) and the other equity investors (collectively with Genstar, the “Investors”), pursuant to that certain Agreement and Plan of Merger, dated July 16, 2005 (the “Merger Agreement”), by and among Panolam Holdings II Co., PIH, Panolam Industries Holdings, Inc. (“Holdings”) and TC Group, L.L.C., will merge (the “Acquisition”) with and into Holdings. Through a series of mergers (collectively, the “Mergers”), Holdings will ultimately be merged with and into Panolam Industries International, Inc. (the “Company”) and the Company and its subsidiaries will become direct or indirect wholly owned subsidiaries of Holdings. Upon consummation of the Acquisition and the Mergers, the Company, by operation of law, will assume all of PIH’s obligations under this Agreement, and the Company will be the issuer of the Offered Securities. The Offered Securities will be, on the Closing Date (as defined below), guaranteed (the “Guarantees”) on a senior subordinated basis by each of the subsidiaries listed on Schedule B hereto (collectively, the “Guarantors”). The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of even date herewith the Closing Date among the Issuers Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers Company and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue exchange and/or resale of the Offered Securities in connection under the Securities Act. This Agreement (including the counterparts to be executed concurrently with (i) the acquisition by consummation of the Company of three truck plaza video gaming facilities Acquisition and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance Mergers by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”Guarantors), in connection with which the Company and its subsidiaries that have issued guarantees of Indenture, the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement)Guarantees, the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, Guarantees of the Exchange Securities and the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating Agreement are referred to the Tender Offer and in this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:the

Introductory. ▇▇▇▇▇▇ EntertainmentCentury Communities, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 500,000,000 aggregate principal amount of its 9.75the Company’s 6.750% Senior Notes due 2014 2027 (the “Notes”). The obligations ▇.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the Company under several Initial Purchasers (the Indenture “Representative”) in connection with the offering and sale of the Notes (the “Offering”). The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, dated as of June 16the Closing Date (as defined in Section 2 hereof), 2006 among the Company, the Guarantors (as defined below), and U.S. Bank National Association, as trustee (the “Trustee”) relating to the issuance of the Securities, (the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Issuers Company, the Trustee and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”)Depositary. The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facilitywill be required to file with the Commission (as defined below), which will provide for under the circumstances set forth therein, (ai) a $40 million term loan, registration statement under the Securities Act (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under relating to another series of debt securities of the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” Company with terms substantially identical to the Notes (the “Credit FacilityExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; (v) and the consummation by Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company of has launched a tender offer (the “Tender Offer”) to purchase for any or and all of its the Company’s outstanding 11 7/86.875% Senior Secured Notes due 2009 2022 (the “2009 2022 Notes”), in connection with which the Company ) and its subsidiaries has issued a conditional notice of redemption to redeem all 2022 Notes that have issued guarantees remain outstanding after completion of the 2009 Notes will enter into a supplemental indenture Tender Offer (the “Supplemental IndentureRedemption”) with ). On the Trustee pursuant to which substantially Closing Date, the Company will accept for purchase any and all of the restrictive covenants applicable such 2022 Notes that are validly tendered (and not withdrawn) on or prior to the 2009 Notes tender deadline of the Tender Offer and settle the Tender Offer. The Company will cease use the proceeds of the Offering to apply to finance the 2009 Notes Tender Offer and the collateral securing the 2009 Notes will be released; Redemption and (vi) the payment by the Company of to pay related fees and expenses, with the remainder for general corporate purposes. The Offered Securitiesissuance and sale of the Notes, the Exchange Notes (as defined in issuance of the Registration Rights Agreement)Guarantees, the Private Exchange Securities (as defined in the Registration Rights Agreement)Tender Offer, the IndentureRedemption, and the payment of transaction costs are referred to herein collectively as the “Transactions.” This Agreement, the Registration Rights Agreement, the Credit FacilityDTC Agreement, the Supplemental IndentureSecurities, the other documents relating to Exchange Securities and the Tender Offer and this Agreement Indenture are herein collectively referred to herein as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The AcquisitionsCompany understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, the issuance Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively made is referred to as the “TransactionsTime of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 9, 2019 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 9, 2019 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Issuers Company and the Guarantors each hereby agree confirms its agreements with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Regal Cinemas Corporation, a Delaware corporation (the “Company”), proposesagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), for whom Credit Suisse is acting as representative, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. Purchasers $210,000,000 400,000,000 principal amount of its 9.758.625% Senior Notes due 2014 2019 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, indenture dated as of June 16July 15, 2006 2009 (the “Indenture”), among the Issuers Company, the guarantors named therein (the “Guarantors” and ▇▇▇▇▇ Fargo Bank, each a “Guarantor”) and U.S. Bank National Association, as Trustee (on a private placement basis pursuant to an exemption under Section 4(2) of the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as 1933 (the “Securities Act.” ”). The holders Offered Securities will be fully and unconditionally, jointly and severally, guaranteed by each of the Guarantors (such guarantees, the “Guarantees”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement, to be entitled to dated the benefits of a Registration Rights Agreement of even date herewith Closing Date, among the Issuers Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, pursuant to which the Issuers Company and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described in under the Preliminary Offering Circular circumstances set forth therein, (i) a registration statement under the Securities Act of 1933 (the “Securities Act” and, such registration statement, the “Exchange Offer Registration Statement”) relating to the Company’s 8.625% Senior Notes due 2019, Series B, and the Final Offering Circular (each as defined below). The Issuers propose Guarantees endorsed thereon, to issue be issued under the Indenture and identical in all material respects to the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of Guarantees endorsed thereon but registered under the Company Securities Act (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ PlazaExchange Securities” and, together with the Truck Plaza AcquisitionsOffered Securities and the Guarantees, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 NotesSecurities”), and to be offered in connection with which exchange for the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes Offered Securities and the collateral securing the 2009 Notes will be released; and Guarantees endorsed thereon (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating such offer to the Tender Offer and this Agreement are herein collectively exchange being referred to as the “Basic Documents.Exchange Offer”), and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition AgreementExchange Offer Registration Statement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the each a “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance Registration Statement”). Each of the Offered Securities Company and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Guarantors hereby agree agrees with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentUnited Rentals (North America), Inc., a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “"Purchasers”") U.S. $210,000,000 U.S.$450,000,000 principal amount of its 9.7510 3/4% Senior Notes due 2014 Due April 15, 2008 (the “"Notes”"). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (each, a "Guaranty") on a senior unsecured basis by United Rentals, Inc., a Delaware corporation and parent of the “Guarantees” Company ("Holdings"), and each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors" and, together with the NotesHoldings, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “"Guarantors” and, together with the Company, the “Issuers”"). The Offered Securities Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued under an indenture, indenture dated as of June 16April 20, 2006 2001 (the “"Indenture”"), among the Issuers Company, the Guarantors and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee trustee (the “"Trustee”"). The Notes and the Guaranties are together referred to as the "Offered Securities". The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “"Securities Act.” ". The holders following transactions (collectively, the "Transactions") will occur concurrently with the consummation of the offering of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with "Offering"): (i) the acquisition by the Company of three truck plaza video gaming will obtain $1.5 billion senior secured credit facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”"Senior Credit Facilities"), consisting of $750.0 million in each case pursuant term loans (all of which will be drawn on the Closing Date (as hereinafter defined)) and $750.0 million in revolving credit facilities (an estimated $652.3 million of which will be drawn on the Closing Date, subject to an asset purchase adjustment as provided in the Offering Document), under a credit agreement and related documentation among the Company, the lenders party thereto and The Chase Manhattan Bank, as administrative agent (the “Truck Plaza Acquisition Agreements”"Credit Agreement"); , and (ii) the acquisition by Company will use the Company proceeds of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada Notes and of its borrowings under the Senior Credit Facilities on the Closing Date to (“▇▇▇▇▇ Plaza” and, together with A) permanently repay the Truck Plaza Acquisitions, outstanding indebtedness under the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured Company's existing revolving credit facility, which will provide for (aB) repay the Company's outstanding term loans, (C) repay obligations under a synthetic lease and (D) pay transaction costs relating to the offering of the Notes and the Senior Credit Facilities. This Agreement, the Registration Rights Agreement (as hereinafter defined), the Indenture and the Guaranties are referred to herein as the "Operative Documents". The Credit Agreement and the other documents related to the Transactions are referred to herein collectively as the "Transaction Documents". (i) a $40 million term loan, registration statement (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below"Exchange Offer Registration Statement") under the heading “Description Securities Act registering an issue of Other Indebtedness—Senior Secured Credit Facilities” senior notes of the Company guaranteed by the Guarantors (the “Credit Facility”"Exchange Securities"); , which shall be identical in all material respects to the Offered Securities (vexcept that the Exchange Securities will not contain terms with respect to registration rights or transfer restrictions) to be offered in exchange for the consummation by the Company of a tender offer Offered Securities (the “Tender "Registered Exchange Offer”") to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (viii) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined under certain circumstances specified in the Registration Rights Agreement), a shelf registration statement (the Private Exchange "Shelf Registration Statement") pursuant to Rule 415 under the Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” Act. The Truck Plaza Acquisition Agreements Company and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Guarantors jointly and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby severally agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Joy Global Inc., a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “"Purchasers”") U.S. $210,000,000 U.S.$200,000,000 principal amount of its 9.758.75% Senior Subordinated Notes due 2014 2012 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “"Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will ") to be issued under an indenture, dated as of June 16March 18, 2006 2002 (the “"Indenture”"), among the Issuers Company, the Guarantors named therein (the "Guarantors") and ▇▇▇▇▇ Fargo BankBank Minnesota, National AssociationN.A., as Trustee (the “"Trustee”"). The Offered Securities will be unconditionally guaranteed on a senior subordinated basis (the "Subsidiary Guarantees") by each of the Guarantors. The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “"Securities Act.” ". The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement to be dated the Closing Date, in substantially the same form of even date herewith Schedule B hereto among the Issuers Company, the Guarantors and the Purchasers (the “"Registration Rights Agreement”"), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) for so long as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the such Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered constitute "Transfer Restricted Securities, the Exchange Notes " (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit FacilityCompany and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission"), under the Supplemental Indenturecircumstances set forth therein, (i) a registration statement under the other documents Securities Act (the "Exchange Offer Registration Statement") relating to the Tender Offer Company's 8.75% Senior Subordinated Notes due 2012 in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Offered Securities and this Agreement are herein collectively registered under the Securities Act (the "Exchange Securities"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "Exchange Offer") and the ▇▇▇▇▇ Acquisition AgreementSubsidiary Guarantees thereof and, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred if applicable (ii) a shelf registration statement pursuant to as Rule 415 under the “Acquisition Documents” Securities Act (the "Shelf Registration Statement" and, together with the Basic DocumentsExchange Offer Registration Statement, the “Transaction Documents.” The Acquisitions, "Registration Statements") relating to the issuance resale by certain holders of the Offered Securities and each of to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the other transactions contemplated by periods specified in the Transaction Documents Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are herein collectively referred to collectively as the “Transactions.” "Securities". The Issuers Company and the Guarantors hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Entertainment, Inc.Company, a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “"Purchasers”) "), U.S. $210,000,000 250,000,000 principal amount of its 9.759 3/4% Senior Notes senior secured notes due 2014 2012 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “"Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will ") to be issued under an indenture, dated as of June 16May 22, 2006 2002 (the “"Indenture”"), among between the Issuers Company and Bank of New York, as Trustee. The Company is a wholly owned subsidiary of ▇▇▇▇▇ Fargo Bank▇. ▇▇▇▇▇▇▇▇▇ Holding Company, National Association, as Trustee Inc. (the “Trustee”"Holding Company"). The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “"Securities Act.” The holders " Holders (including subsequent transferees) of the Offered Securities will be entitled to have the benefits of a Registration Rights Agreement of even date herewith among registration rights set forth in the Issuers and the Purchasers registration rights agreement (the “"Registration Rights Agreement”"), pursuant to which be dated the Issuers agree to file a registration statement with the Securities Exchange Commission Closing Date (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”hereinafter defined), in each case pursuant to an asset purchase agreement (substantially the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company form of the Best Western ▇▇▇▇▇ Plaza ResortExhibit I hereto, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, so long as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The such Offered Securities constitute "Transfer Restricted Securities, the Exchange Notes " (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit FacilityCompany will agree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, (i) a registration statement under the Supplemental Indenture, Securities Act (the other documents "Exchange Offer Registration Statement") relating to the Tender Offer Company's 9 3/4% senior secured notes in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Initial Securities and this Agreement are herein collectively registered under the Securities Act (the "Exchange Securities"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "Exchange Offer") and (ii) a shelf registration statement pursuant to Rule 415 under the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as Securities Act (the “Acquisition Documents” "Shelf Registration Statement" and, together with the Basic DocumentsExchange Offer Registration Statement, the “Transaction Documents.” The Acquisitions, "Registration Statements") relating to the issuance resale by certain holders of the Offered Securities and each to use its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and the Company will agree to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the "Securities". On the Closing Date, the Company will enter into the "Security Documents" (as defined in the Indenture), which will provide for the grant of Liens on all of the right, title and interest of the Company in the "Collateral" (as defined in the Indenture) to the Trustee, as secured party for itself and for the benefit of the holders of the Securities (the "Secured Parties"). The Liens will secure the payment and performance when due of all of the obligations of the Company under the Indenture. On the Closing Date, the Holding Company, the Company and the other transactions contemplated by parties to the Transaction Second Amended and Restated Credit Agreement, dated as of April 12, 2002, will enter into an amendment thereto (the "Bank Amendment," and together with any documents executed in connection therewith, the "Bank Amendment Documents"). In addition, on the Closing Date, the Trustee and Deutsche Bank Trust Company Americas, in its capacity as agent for itself and the other lenders party to the Bank Credit Facility, will enter into an intercreditor agreement (the "Intercreditor Agreement," and, together with the Registration Rights Agreement, the Security Documents are and the Bank Amendment Documents, the "Additional Documents"). Capitalized terms used herein collectively referred but not defined have the meaning given to as such terms in the “Transactions.” Indenture. The Issuers Company hereby agree agrees with the several Purchasers as follows:

Introductory. American Capital Strategies, Ltd., a Delaware corporation (the "Company"), Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ EntertainmentLynch, Inc.Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Wachovia Capital Markets, LLC, each of them acting either as a Delaware corporation principal or as an agent for one of its affiliates (collectively, the “Company”"Forward Sellers"), proposes, subject to at the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations request of the Company under in connection with the Indenture "Forward Agreements" (as defined below) attached hereto as Exhibit A, confirm their respective agreements with the Representatives (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed other Underwriters named in Schedule B A attached hereto and made a part hereof (each, a “Guarantor” and, collectively, the “Guarantors” and"Underwriters") with respect to (a) the sale by the Company and the Forward Sellers (including the possible issuance and sale by the Company of Common Stock (as defined below) to the Underwriters pursuant to Section 12(a) hereof), together with and purchase by the Underwriters, acting severally and not jointly, of their respective portions of 20,000,000 shares of Common Stock, including the Borrowed Shares (as defined below) (the "Firm Shares") and all or any part of 3,000,000 additional shares of Common Stock (the "Option Shares") as provided in Section 3(b) hereof (the Firm Shares and Option Shares collectively being referred to as the "Shares"), and (b) the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of the Option Shares to cover over-allotments, if any. "Common Stock" shall refer to the $0.01 par value per share of common stock of the Company. "Forward Agreements" shall refer to the letter agreements, which relate to the “Issuers”forward sale by the Company of a number of shares of Common Stock equal to the number of shares of Common Stock to be borrowed and sold by the Forward Sellers pursuant to this Agreement (the "Borrowed Shares"). The Offered Securities will be issued under an indenture, dated as of June 16the date hereof and entered into by and between the following: (a) the Company and Citigroup Global Markets, 2006 Inc., (b) the “Indenture”), among the Issuers Company and ▇▇▇▇▇▇▇ Fargo ▇▇▇▇▇ International and (c) the Company and Wachovia Bank, National AssociationN.A. Citigroup Global Markets Inc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and Wachovia Bank, N.A., are hereafter referred to as Trustee the "Forward Counterparties." Of the Firm Shares, 15,000,000 shares (plus any additional shares of Common Stock issued and sold by the Company pursuant to Section 12(a) hereof), will be issued and sold to the Underwriters by the Company (the “Trustee”"Company Firm Shares") and 5,000,000 shares (subject to reduction for any shares issued and sold by the Company pursuant to Section 12(a) hereof) will be sold to the Underwriters by the Forward Sellers (the "Forward Seller Firm Shares"). Citigroup Global Markets Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Wachovia Capital Markets, LLC have agreed to act as representatives of each of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Shares. The Company has filed with the United States Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, is herein referred to as and the “rules and regulations promulgated thereunder (the "Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers ") and the Purchasers Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Registration Rights Agreement”"Investment Company Act"), pursuant to which the Issuers agree to file a registration statement on Form N-2 for the offer and sale of an aggregate amount of $5,000,000,000 of securities (File No. 333-142398), which registration statement became effective on June 5, 2007, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Exchange Commission Act, a supplement, dated as of June 18, 2007, to the final prospectus dated as of June 5, 2007, relating to the Shares and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the “Commission”) Shares set forth therein. Such registration statement, including the exhibits thereto, as described amended at the date hereof, is hereinafter called the "Registration Statement"; such prospectus, in the Preliminary Offering Circular form in which it was included in the Registration Statement at the time it was declared effective, is hereinafter called the "Basic Prospectus"; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 497 under the Securities Act, is hereinafter called the "Prospectus Supplement" and the Final Offering Circular (each as defined below). Basic Prospectus and Prospectus Supplement together are hereinafter called the "Prospectus." The Issuers propose Prospectus, subject to issue the Offered Securities completion, used in connection with (i) a public offering is called a "Preliminary Prospectus," any reference to the acquisition by "most recent Preliminary Prospectus" shall be deemed to refer to the Company of three truck plaza video gaming facilities and Preliminary Prospectus most recently filed pursuant to Rule 497 under the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate Securities Act as of the Company date hereof. All references in this underwriting agreement (this "Agreement") to the “Truck Plaza Acquisitions”)Registration Statement, in each case the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to an asset purchase agreement its Electronic Data Gathering, Analysis and Retrieval System (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western "▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together "). The Company hereby confirms its agreements with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers Underwriters as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Delhaize Group SA/NV, a Delaware corporation Belgian société anonyme (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers underwriters named in Schedule A hereto (the “PurchasersUnderwriters”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 300,000,000 aggregate principal amount of its 9.75the Company’s 5-7/8% Senior Notes due 2014 (the “Notes”). The obligations of Notes benefit from the Company under guarantees (with respect to the Indenture (as defined below) and the Notes will be unconditionally guaranteed (Notes, the “Guarantees” and”, and together with the Notes, the “Offered Securities”)) of Delhaize America, on a joint Inc. (“Delhaize America”) and several basis, by each the other direct and indirect subsidiaries of the Company’s subsidiaries listed in Schedule B hereto Company (each, a “Guarantor” and, collectively, the “Guarantors” and”) that are party to the Cross-Guarantee Agreement dated as of May 21, together with the Company, 2007 (the “IssuersCross-Guarantee Agreement”). The Offered Securities will be issued under an indentureIn this Agreement, dated the term “Notes” refers to the Notes represented by CDIs (as of June 16, 2006 (the “Indenture”defined below), among unless the Issuers context requires the reference be to the underlying Notes. Banc of America Securities LLC and ▇. ▇. ▇▇▇▇▇▇ Fargo BankSecurities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, National Associationthe “Representatives”) in connection with the offering and sale of the Securities. The Notes will be issued pursuant to an indenture, to be dated on or about February 2, 2009, between the Company and The Bank of New York Mellon, as Trustee trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, to be dated on or about February 2, 2009, between the Company and the Trustee (as supplemented, the “Indenture”). The United States Securities Act Notes will be issued in bearer form through the facilities of 1933the X/N System (as defined below) including through Euroclear and will be represented by certificated depositary interests (“CDIs”) issued by The Bank of New York Mellon, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers CDI Depositary (the “Registration Rights AgreementCDI Depositary”) in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission Letter of Representations, dated June 27, 2007 (the “CommissionDTC Agreement”) as described in ), between the Preliminary Offering Circular Trustee and the Final Offering Circular (each as defined below). The Issuers propose to issue Depositary and a Deposit Agreement among the Offered Securities in connection with (i) Company, the acquisition by the Company of three truck plaza video gaming facilities CDI Depositary and the raw land owners from time to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate time of the Company beneficial interests in any CDIs (the “Truck Plaza AcquisitionsDeposit Agreement”). Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may be held only by eligible investors referred to in each case pursuant to Article 4 of the Belgian Royal Decree of May 26, 1994 holding an asset purchase agreement interest in the Notes directly or indirectly through an exempt account with the X/N system operated by the National Bank of Belgium (the “Truck Plaza Acquisition AgreementsX/N System”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Del Monte Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of the $210,000,000 450,000,000 aggregate principal amount of its 9.75the Company’s 7 1/2% Senior Subordinated Notes due 2014 2019 (the “Notes”). The obligations Banc of America Securities LLC and Barclays Capital Inc. have agreed to act as the representatives of the Company under several Initial Purchasers (the Indenture “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16October 1, 2006 2009 (the “Indenture”), among the Issuers Company, Del Monte Foods Company, a Delaware Corporation (“Holdings”), the Subsidiary Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a blanket letter of representations, dated February 3, 2005 (the “DTC Agreement”), between the Company and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers October 1, 2009 (the “Registration Rights Agreement”), among the Company, Holdings, the Subsidiary Guarantors and the Representatives, on behalf of the several Initial Purchasers, pursuant to which the Issuers agree Company, Holdings and the Subsidiary Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) in certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to cause such registration statements to be declared effective as promptly as reasonably practicable. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on a subordinated basis by Holdings and on a senior subordinated basis by (i) the subsidiaries of the Company listed in Schedule B hereto (the “Subsidiary Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion Initial Purchaser copies of a 21,000 square-foot facility in ElkoPreliminary Offering Memorandum, Nevadadated September 17, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 NotesPreliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 17, 2009 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with which its solicitation of offers to purchase the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes Securities. The Preliminary Offering Memorandum and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.ON Semiconductor Corporation, a Delaware corporation (the “Company”"COMPANY"), proposesand Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("SCI LLC," and together with the Company, the "ISSUERS"), propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”"PURCHASERS") U.S. $210,000,000 U.S.$300,000,000 principal amount of its 9.75their 12% Senior Secured Notes due 2014 2008 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”"OFFERED SECURITIES"), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, dated as of June 16May 6, 2006 2002 (the “Indenture”"INDENTURE"), among the Issuers Issuers, the subsidiaries of the Company listed on the signature pages hereof, as guarantors (collectively, the "GUARANTORS") and ▇▇▇▇▇ Fargo BankBank Minnesota, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “Securities Act"SECURITIES ACT.” The holders " Holders (including subsequent transferees) of the Offered Securities will be entitled to have the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described rights set forth in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase registration rights agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”"REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in connection with which substantially the Company and its subsidiaries that have issued guarantees form of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Exhibit I hereto, for so long as such Offered Securities, the Exchange Notes Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit FacilityIssuers and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Supplemental Indenture, Securities Act (the other documents "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Tender Offer Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the Offered Securities and this Agreement are herein collectively registered under the Securities Act (the "EXCHANGE SECURITIES" ), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "EXCHANGE OFFER") and the Guarantees (as defined below) thereof and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and Exchange Securities are referred to collectively as the "SECURITIES". The Offered Securities and the guarantees of the Guarantors relating to the Offered Securities (the "GUARANTEES") will be, on the Closing Date (as hereinafter defined) or within a commercially reasonable time thereafter, secured on a second-priority basis by certain collateral (the "COLLATERAL") as described in the Offering Circular, and as will be more fully described in and pursuant to the Intercreditor Agreement (the "INTERCREDITOR AGREEMENT"), a certain Pledge Agreement (the "PLEDGE AGREEMENT"), a certain Security Agreement (the "SECURITY AGREEMENT"), a certain Collateral Assignment (the "COLLATERAL ASSIGNMENT" ), a certain Mortgage with respect to the Company's Maricopa, Arizona facility (the "AZ MORTGAGE") and a certain Mortgage with respect to the Company's East Greenwich, Rhode Island facility (the "RI MORTGAGE," and together with the AZ Mortgage, the "MORTGAGES"), each to be dated the Closing Date (as hereinafter defined) and delivered to ▇▇▇▇▇ Acquisition AgreementFargo Bank Minnesota, together with all related agreementsNational Association, instruments and other documents required in connection therewith are herein collectively referred to as collateral agent (the “Acquisition Documents” and"COLLATERAL AGENT"), together with granting a second-priority security interest on the Basic Documents, Collateral for the “Transaction Documents.” The Acquisitions, benefit of the issuance holders of the Offered Securities and each (collectively, the "SECURITY DOCUMENTS"). The offering of the other Offered Securities is part of the refinancing transactions contemplated ("REFINANCING TRANSACTIONS") as described in the Offering Circular, pursuant to which an Amendment dated as of April 17, 2002 (the "CREDIT AGREEMENT AMENDMENT"), to the Credit Agreement, dated as of August 4, 1999, as amended and restated as of April 3, 2000 (as further amended, supplemented or otherwise modified from time to time, and together with the Credit Agreement Amendment, the "CREDIT AGREEMENT"), has been entered into by the Transaction Documents are herein collectively referred Issuers with certain syndicate lenders. Pursuant to as the “Transactions.” The Credit Agreement and the Credit Agreement Amendment, which will become effective upon the closing of the sale of the Offered Securities pursuant to this Agreement, and the security documents relating thereto, such syndicate lenders and certain other lenders (collectively, the "BANK LENDERS") do or will hold a first-priority security interest in the Collateral. Each of the Issuers and the Guarantors hereby agree agrees with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentSkyworks Solutions, Inc., a Delaware corporation (the “Company”"COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”initial "PURCHASERS") U.S. $210,000,000 U.S.$200,000,000 principal amount of its 9.754 3/4% Senior Convertible Subordinated Notes due 2014 Due 2007 (the “Notes”). The obligations of the Company under the Indenture (as defined below"FIRM SECURITIES") and also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional $30,000,000 principal amount ("OPTIONAL SECURITIES") of its 4 3/4% Convertible Subordinated Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by Due 2007 each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indentureIndenture, dated as of June 16November 12, 2006 2002 (the “Indenture”"INDENTURE"), among between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationState Street Bank and Trust Company, as Trustee (Trustee. The Firm Securities and the “Trustee”)Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are collectively called the "OFFERED SECURITIES". The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “Securities Act.” "SECURITIES ACT". The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among dated the Issuers First Closing Date (as hereinafter defined) between the Company and the Purchasers (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers agree Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance resale of the Offered Securities and each of the other transactions contemplated by Underlying Shares, as hereinafter defined, under the Transaction Documents are herein collectively referred to as the “Transactions.” Securities Act. The Issuers Company hereby agree agrees with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentLaredo Petroleum, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Underwriters (collectively, the “Underwriters”) named in Schedule A hereto attached to this underwriting agreement (this “Agreement”), acting severally and not jointly, the “Purchasers”) U.S. respective amounts set forth in such Schedule A of a $210,000,000 350,000,000 aggregate principal amount of its 9.75% the Company’s 6¼% Senior Notes due 2014 2023 (the “Notes”). The obligations ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated has agreed to act as the representative of the Company Underwriters (the “Representative”) in connection with the offering and sale of the Notes. The Company’s obligations under the Notes and the Indenture (as defined below) and the Notes will be unconditionally guaranteed by (i) Laredo Midstream Services, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“GuaranteesLaredo Midstream”), and Garden City Minerals, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Garden City” and, together and collectively with the NotesLaredo Midstream, the “Offered SecuritiesInitial Guarantors”), on a joint and several basis, by each (ii) any subsidiary of the Company’s subsidiaries listed Company formed or acquired after the Closing Date (as defined below) that executes a supplemental indenture in Schedule B hereto accordance with the terms of the Indenture, and their respective successors and assigns (each, a “Guarantor” and, collectively, the “Guarantors” and”), together with the Company, pursuant to their guarantees (the “IssuersGuarantees”). The Offered Company and the Initial Guarantors are collectively referred to herein as the “Laredo Parties.” The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” The Securities will have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) as of the Time of Sale (as defined below) and the Prospectus (as defined below) dated as of the date hereof. The Notes will be issued under pursuant to an indenture, to be dated as of June 16, 2006 the Closing Date (the “Original Indenture”), among the Issuers Company, as the issuer of the Notes, the Initial Guarantors, as the guarantors of the Notes, and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act of 1933, as amendedsupplemented by the First Supplemental Indenture to be dated as of the Closing Date (the “First Supplemental Indenture” and, is herein together with the Original Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are each referred to herein individually as a “Debt Document” and collectively as the “Securities Act.” Debt Documents. The holders Laredo Parties and the Underwriters, in accordance with the requirements of Rule 5121(a) (“Rule 5121(a)”) of the Offered Securities will be entitled Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the benefits of a Registration Rights Agreement of even date herewith among terms and conditions stated herein, also hereby confirm the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate engagement of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company services of the Best Western ▇▇▇▇▇▇▇ Plaza ResortLynch, a land-based casino located in Carson CityPierce, Nevada ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ Plaza▇▇▇▇▇”) as a “qualified independent underwriter” and, together within the meaning of Rule 5121(f)(12) of FINRA (“Rule 5121(f)(12)”) in connection with the Truck Plaza Acquisitions, offering and sale of the “Acquisitions”) pursuant to an asset purchase agreement (the “Securities. ▇▇▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement▇, together with all related agreementsin its capacity as qualified independent underwriter and not otherwise, instruments and other documents required in connection therewith are herein collectively is referred to herein as the “Acquisition DocumentsQIU.” and, together Each of the Laredo Parties hereby confirms its agreement with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers Underwriters as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentEXCO Resources, Inc., a Delaware Texas corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “"Purchasers”") U.S. $210,000,000 350,000,000 principal amount of its 9.7571/4% Senior Notes due 2014 2011 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “"Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will ") to be issued under an indenture, dated as of June 16January 20, 2006 2004 (the “"Indenture”"), among the Issuers Company, the EXCO Guarantors (as defined herein) and ▇▇▇▇▇ Fargo Bank, National AssociationWilmington Trust Company, as Trustee (the “"Trustee”"). The , on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amendedamended (the "Securities Act"). As part of the transactions (the "Transactions") as defined in the Preliminary Offering Circular (as defined below), is herein NCE Acquisition, Inc., a Delaware corporation, ("NCE Acquisition") and a wholly-owned subsidiary of the Company, has made a tender offer (the "Tender Offer") for all of the outstanding common stock of North Coast Energy, Inc., a Delaware corporation ("NCE"), and, following consummation of the Tender Offer, will merge with and into NCE with NCE as the surviving corporation (the "Merger"), pursuant to and on the terms and conditions contained in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 26, 2003, as amended and restated on December 4, 2003, among the Company, NCE Acquisition, NCE and Nuon Energy & Water Investments, Inc. ("NEW"). Concurrently with the consummation of the Merger, (1) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will execute counterparts to this Agreement (the "Counterparts to this Agreement") and the Registration Rights Agreement (as defined below) (the "Counterparts to the Registration Rights Agreement"), which will cause the obligations of NCE Acquisition under this Agreement and the Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by NCE and its domestic subsidiaries, (2) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will enter into a supplemental indenture relating to the Indenture (the "Supplemental Indenture"), which Supplemental Indenture will cause the NCE Guarantors to guarantee the Offered Securities, and (3) the Company and certain subsidiaries of the Company will enter into an amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribus, as syndication agent, and the lenders named therein, and Addison Energy, Inc., an Alberta, Canada corporation ("Addison Energy"), will enter into an amended and restated credit agreement with Bank ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the lenders named therein (both credit agreements with the related guaranties and security documents, the "Amended Credit Facility"). The Amended Credit Facility will replace the existing credit agreement among the Company, Bank One, NA, as administrative agent, BNP Paribas and JPMorgan Chase Bank, as co-syndication agents, and the lenders named therein, and the existing credit agreement among Addison Energy and ▇▇▇▇ ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ Branch, as co-syndication agents, and the lenders named therein (both existing credit agreements with the related guaranties and security documents, the "Existing Credit Agreement"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries (the "EXCO Guarantors") and, immediately upon consummation of the Merger and execution of the Supplemental Indenture, by the NCE Guarantors. The NCE Guarantors and the EXCO Guarantors are listed on Schedule B hereto and are collectively referred to as the “"Guarantors"). If the Closing Date (as defined below) occurs prior to the consummation of the Tender Offer, the Company will, on the Closing Date, deposit with Wilmington Trust Company (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities, together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Tender Offer is either terminated or not consummated on or prior to March 4, 2004 or the Merger Agreement is terminated at any time prior thereto, the Company will redeem the Offered Securities Actat a redemption price equal to 100% of the principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Tender Offer is consummated on or prior to March 4, 2004, the Escrowed Funds will be released to the Company in accordance with the terms of the Escrow Agreement (the "Escrow Agreement") among the Company, the EXCO Guarantors and the Escrow Agent. The Offered Securities will on the Closing Date (as defined below) be secured on a second-priority basis by certain collateral (the "Collateral") as described in the Offering Document (as defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement to be dated as of January 20, 2004 among the Company, the EXCO Guarantors, Bank One, NA, as credit agent ("Credit Agent"), and the Trustee (the "Intercreditor Agreement"), the Pledge Agreement between the Company and the Trustee, as collateral agent (in such capacity, the "Collateral Agent"), to be dated as of January 20, 2004 (the "Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). The Trustee, the Collateral Agent and each holder of the Offered Securities and the successors and assigns of the foregoing are collectively referred to as the "Secured Parties". This Agreement (including the Counterparts to this Agreement), the Indenture, the Supplemental Indenture, the Offered Securities, the Exchange Securities (as defined in the Registration Rights Agreement referred to below), the Registration Rights Agreement (including the Counterparts to the Registration Rights Agreement), the Escrow Agreement and the Security Documents are sometimes referred to in this Agreement collectively as the "Operative Documents.” " The Merger Agreement and the Amended Credit Facility are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger; provided, however, that for purposes of the representations and warranties set forth in Section 2 hereof insofar as they relate to NCE and its subsidiaries, it is agreed and understood that the Company and the EXCO Guarantors are making such representations and warranties to the best of their knowledge. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement Agreement, to be dated as of even date herewith January 20, 2004 among the Issuers Company, the EXCO Guarantors and the Purchasers (the “"Registration Rights Agreement”"), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) for so long as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the such Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered constitute "Transfer Restricted Securities, the Exchange Notes " (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating Company agrees to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together file a registration statement with the Basic Documents, Securities and Exchange Commission (the “Transaction Documents.” The Acquisitions, "Commission") registering the issuance resale of the Offered Securities under the Securities Act. Following the Tender Offer, the NCE Guarantors will become parties to the Registration Rights Agreement pursuant to the Counterparts to the Registration Rights Agreement. The Company and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Guarantors hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Alion Science and Technology Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse Securities (USA) LLC (the several initial purchasers named in Schedule A hereto “Purchaser”) 310,000 units (the “PurchasersUnits”) U.S. ), each Unit consisting of $210,000,000 1,000 principal amount of its 9.75the Company’s 12% Senior Secured Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto one warrant (each, a “GuarantorWarrant” and, and collectively, the “Guarantors” andWarrants”) to purchase approximately 1.9439 shares of common stock, together with par value $0.01 per share, of the Company, Company (the “IssuersCommon Stock”). The Offered Securities Notes will be issued under an indenture, indenture dated as of June 16March 22, 2006 2010 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationWilmington Trust Company, as Trustee Trustee. The Warrants will be issued under a warrant agreement, dated as of March 22, 2010 (the “TrusteeWarrant Agreement”), between the Company and Wilmington Trust Company, as warrant agent (the “Warrant Agent”). The Units, the Notes and the Warrants are collectively referred to herein as the “Offered Securities.” The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The Notes will be guaranteed, on a senior secured basis, jointly and severally by those subsidiaries of the Company listed in the attached Schedule B hereto (the “Guarantors”) and will be secured by certain collateral as described in the Preliminary Offering Circular (as defined below) and the Offering Circular (as defined below) (the “Collateral”), and as will be more fully described in the security agreements and/or other documents or instruments evidencing or creating or purporting to create a security interest (collectively, the “Security Documents”) to be dated as of the Closing Date (as defined below), among the Company, the Guarantors, Wilmington Trust Company, as trustee and collateral agent (the “Collateral Agent”). In addition, the Company, the lenders and Credit Suisse AG, as administrative agent for the lenders under the Credit Agreement dated as of March 22, 2010 (the “Revolving Credit Facility”), will enter into an intercreditor agreement as the same may be amended, supplemented or otherwise modified from time to time (the “Intercreditor Agreement”) to be dated as of the Closing Date. The Intercreditor Agreement and the Security Documents are hereinafter referred to collectively as the “Ancillary Documents.” The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement dated as of even date herewith the Closing Date, among the Issuers Company, the Guarantors and the Purchasers Purchaser (the “Registration Rights Agreement”), pursuant to which the Issuers agree Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described registering an exchange offer for, or, in certain circumstances, the Preliminary Offering Circular and resale of, the Final Offering Circular (each as defined below)Notes under the Securities Act. The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facilityGuarantors, which will provide for (a) a $40 million term loanjointly and severally, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers Purchaser as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Matador Resources Company, a Delaware Texas corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 175,000,000 aggregate principal amount of its 9.75the Company’s 6.875% Senior Notes due 2014 2023 (the “Notes”). The obligations ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the Company under several Initial Purchasers (the Indenture (as defined below“Representative”) in connection with the offering and sale of the Notes. The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an pursuant to that certain indenture, dated as of June 16April 14, 2006 2015 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”), pursuant to which the Issuers previously issued, on April 14, 2015, $400,000,000 in aggregate principal amount of their 6.875% Senior Notes due 2023. The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers December 9, 2016 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers agree Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 5, 2016 (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 6, 2016 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇▇▇▇ Entertainment, & Co Inc., a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Credit Suisse First Boston LLC (the “Purchasers”"Initial Purchaser") U.S. (i) $210,000,000 200,000,000 principal amount of its 9.7591/2% Senior Notes due 2014 2009 (the “"2009 Notes”). The obligations of the Company under the Indenture (as defined below") and the (ii) $260,000,000 principal amount of its 11% Senior Notes will be unconditionally guaranteed due 2012 (the “Guarantees” "2012 Notes" and, together with the 2009 Notes, the “"Offered Securities”") to be issued under an indenture dated as of May 18, 2004 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"), on a joint and several basis, by each private placement basis pursuant to an exemption under Section 4(2) of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as 1933 (the “"Securities Act.” "), and hereby agrees with the Initial Purchaser as follows. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among between the Issuers Company and the Purchasers Initial Purchaser (the “"Registration Rights Agreement”"), pursuant to which the Issuers agree Company agrees to file (i) a registration statement ("Exchange Offer Registration Statement") with the Securities and Exchange Commission (the “"Commission”") as described in with respect to a proposed offer (the Preliminary Offering Circular and "Registered Exchange Offer") to the Final Offering Circular (each as defined below). The Issuers propose holders of the Offered Securities, to issue and deliver to such holders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities (the "Exchange Securities") of the Company issued under the Indenture and identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and certain other provisions discussed in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate Section 6 of the Company (Registration Rights Agreement) that would be registered under the “Truck Plaza Acquisitions”)Securities Act, in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); and (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) shelf registration statement pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) Rule 415 under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined Securities Act under certain circumstances specified in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentThe CIT Group Securitization Corporation III, a Delaware corporation (the "Depositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group, Inc., a Delaware corporation (the “Company”"CIT"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto CIT (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file "Registrants") have previously filed a registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $1,000,000,000 of home equity loan asset backed certificates, all or a portion of which may be supported by a limited guarantee of CIT. Each of such certificates and the limited guarantee of CIT are registered under the registration statement referred to in Section 2(a) (collectively, the "Registered Securities") and the Depositor has authorized the issuance and sale to the Underwriters of the Home Equity Loan Asset Backed Certificates, Series 1998-1 listed on Schedule I hereto (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the "Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” Certificates," and, together with the Truck Plaza AcquisitionsClass B-2, Class B-3, Class B-4, Class IO-X1, Class IO-X2 and Class R-1 and Class R-2 Certificates, the “Acquisitions”"Certificates") evidencing interests in a pool (the "Mortgage Loan Pool") of certain home equity loans (the "Mortgage Loans"). The Certificates will be issued under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be dated as of July 1, 1998 among the Depositor, The CIT Group/Consumer Finance, Inc. ("CITCF" or "Master Servicer") a Delaware corporation and a wholly-owned subsidiary of CIT and The Bank of New York, as trustee (the "Trustee"). The Certificates will evidence specified interests in the Mortgage Loans and certain other property held in trust with respect to such Certificates. The Mortgage Loans and certain other assets of a Trust (the "Trust") will be sold by CITCF to the Depositor pursuant to a Purchase Agreement (the "Purchase Agreement") to be dated as of July 1, 1998 between CITCF and the Depositor and, in turn, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CITCF to the Depositor will first be purchased by CITCF from (i) The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to an asset purchase agreement a Purchase Agreement to be dated as of July 1, 1998 (the “▇▇▇▇▇ Acquisition "CITCF-NY Sale Agreement” and") between CITCF-NY and CITCF and (ii) The CIT Group/Sales Financing, together with the Truck Plaza Acquisition AgreementsInc. ("CITSF") pursuant to a Purchase Agreement to be dated as of July 1, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino 1998 (the “Elko Development”); (iv"CITSF Sale Agreement") the entrance by the Company between CITSF and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes CITCF. [CITCF will enter into a supplemental indenture subservicing agreement with CITSF (the “Supplemental Indenture”"Sub-Servicer") with dated as of July 1, 1998 (the Trustee "Subservicing Agreement") pursuant to which substantially all CITSF will perform certain of the restrictive covenants applicable to servicing responsibilities of the 2009 Notes will cease to apply to Master Servicer under the 2009 Notes Pooling and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expensesServicing Agreement. The firm or firms listed on the attached Schedule I hereto which agreed to purchase the Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Certificates are herein collectively hereinafter referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements Underwriters (the "Underwriters") of such Offered Certificates, and the ▇▇▇▇▇ Acquisition representative of the Underwriters to whom this Underwriting Agreement (the "Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively ") is addressed is hereinafter referred to as the “Acquisition Documents” and, together with Representative (the Basic Documents, "Representative"). Capitalized terms used herein and not otherwise defined shall have the “Transaction Documentsmeanings given them in the Pooling and Servicing Agreement.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentSensus Metering Systems, Inc., a Delaware corporation (the “CompanyIssuer”), which is a wholly owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Holdings”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 275,000,000 aggregate principal amount of its 9.7585/8% Senior Subordinated Notes due 2014 Due 2013 (the “Notes”). The obligations Offered Securities are to be issued pursuant to an indenture (the “Indenture”) to be dated as of December 17, 2003, among the Issuer, Holdings and U.S. Bank National Association, as trustee (the “Trustee”). As part of the Company acquisition (the “Acquisition”) as described under the Indenture heading “The Acquisition” in the Offering Document (as defined belowherein), the Issuer, pursuant to a stock purchase agreement with Invensys plc and certain of its affiliates (the “Stock Purchase Agreement”), will acquire the metering systems business of Invensys plc described in the Offering Document. Immediately prior to the consummation of the Acquisition, certain affiliated funds of The Resolute Fund, L.P. that are managed by The Jordan Company, L.P., and GS Capital Partners 2000, L.P. and certain of its affiliated investment partnerships, will indirectly make a cash contribution of not less than $195,000,000 to Holdings (the “Equity Contribution”). Concurrently with the consummation of the Acquisition, the Issuer will enter into a credit agreement (together with the related guaranties and security documents, the “Credit Agreement”) among itself, the guarantors named therein, CSFB, as administrative agent, and the lenders named therein. The Notes will be unconditionally guaranteed (the “Guarantees”) on a senior subordinated basis by Holdings, and immediately upon the consummation of the Acquisition, by each of the Issuer’s domestic subsidiaries set forth on Schedule B (the “Subsidiary Guarantors” and, and together with Holdings, the Notes“Guarantors”); provided, however, that for purposes of the representations and warranties set forth in Section 2 insofar as they relate to the Subsidiary Guarantors prior to the execution of the counterparts of this Agreement in the form attached as Exhibit A pursuant to Section 6(n), it is agreed and understood that the Issuer and the Guarantors are making such representations and warranties to the best of their knowledge; provided further, however, that for purposes of the certificate to be delivered on the Closing Date pursuant to Section 6(g), all such representations and warranties including the representations and warranties relating to the Subsidiary Guarantors shall be true and correct without giving effect to the knowledge qualifier in the immediately preceding proviso. The Guarantees and the Notes are collectively referred to as the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith Agreement, to be dated the Closing Date (as defined herein), among the Issuers Issuer, the Guarantors and the Purchasers (the “Registration Rights Agreement”), ) pursuant to which the Issuers agree Issuer agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue resale of the Offered Securities in connection under the Securities Act. This Agreement (including the counterparts to be executed concurrently with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate consummation of the Company (the “Truck Plaza Acquisitions”Acquisition), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza AcquisitionsIndenture, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, ) and the Registration Rights Agreement, Agreement (including the Credit Facility, counterparts to be executed concurrently with the Supplemental Indenture, consummation of the other documents relating Acquisition) are sometimes referred to the Tender Offer and in this Agreement are herein collectively referred to as the “Basic Operative Documents.” ”. The Truck Plaza Acquisition Agreements Stock Purchase Agreement and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith Credit Agreement are herein collectively sometimes referred to in this Agreement collectively as the “Acquisition Documents” and, together with Transaction Agreements”. The Operative Documents and the Basic Documents, Transaction Agreements are sometimes referred to in this Agreement collectively as the “Transaction Documents.” The Acquisitions, ”. References in this Agreement to the issuance subsidiaries of Holdings shall include all direct and indirect subsidiaries of Holdings after the consummation of the Offered Securities Acquisition. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Issuer and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Guarantors hereby agree with the several Purchasers as follows:

Introductory. A▇▇▇▇-▇▇▇▇▇▇▇▇ Entertainment, Energy Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto RBC Capital Markets Corporation (“RBC”) and M▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. (“M▇▇▇▇▇ ▇▇▇▇▇▇” and collectively with RBC, the “Initial Purchasers”) U.S. $210,000,000 160,000,000 aggregate principal amount of its 9.759.0% Senior Notes due 2014 (the “Notes”). The obligations Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”) to be dated as of the Closing Date (as defined in Section 2) among the Company, the Guarantors (as defined below) and W▇▇▇▇ Fargo Bank, N.A., as trustee (the “Trustee”). Securities issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC” or the “Depositary”) pursuant to a DTC Blanket Letter of Representations, to be dated as of or prior to the Closing Date (as defined in Section 2) (the “DTC Agreement”), from the Company to the Depositary. The Company’s obligations under the Indenture Notes, the Exchange Notes (as defined below) and the Notes Indenture will be be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”)guaranteed, on a joint and several senior unsecured basis, by (i) each of the Company’s domestic subsidiaries as of the date hereof, which are listed in on Schedule B hereto hereto, and (eachii) any subsidiary of the Company formed or acquired on or after the Closing Date that executes the Indenture or a supplemental indenture setting forth an additional guarantee in accordance with the terms of the Indenture, a “Guarantor” and, and their respective successors and assigns (collectively, the “Guarantors” and”), together with pursuant to their guarantees included in the Company, Indenture (the “IssuersGuarantees”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (Notes and the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is Guarantees thereof are herein collectively referred to as the “Securities ActSecurities”; and the Exchange Notes (as defined below) and the Guarantees thereof are herein collectively referred to as the “Exchange Securities.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (the “Registration Rights Agreement”)) among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and each of the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “CommissionSEC”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended, relating to an offer (the “Exchange Offer”) to exchange another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes. The Securities Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder, is referred to herein as the “Securities Act.” As more fully described in the Preliminary Offering Circular and the Final Offering Circular Memorandum (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by , the Company of three truck plaza video gaming facilities and has agreed to purchase all the raw land to develop a fourth video gaming plaza from Gameco Holdingsequity interests in Specialty Rental Tools, Inc., an affiliate of the Company Inc. (the “Truck Plaza AcquisitionsSpecialty”), in each case pursuant to an asset a stock purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the dated December 20, 2005. The acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resortequity interests in Specialty is referred to herein as the “Acquisition.” With respect to the representations, a land-based casino located warranties and agreements made by the Company in Carson Citythis Agreement concerning its subsidiaries, Nevada (“▇▇▇▇▇ Plaza” andsuch representations, together warranties and agreements shall be deemed to include Specialty. In connection with the Truck Plaza AcquisitionsAcquisition, the “Acquisitions”Company will (i) pursuant to an asset purchase agreement offer and sell the Securities contemplated by this Agreement; and (ii) enter into a $25.0 million senior secured credit facility (the “▇▇▇▇▇ Acquisition Agreement” andNew Bank Credit Facility”) provided under a credit agreement among the Company, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion Royal Bank of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loanCanada, as more fully described Administrative Agent, and each of the lenders named therein. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the General Disclosure Package manner set forth herein and in the Final Offering Circular Memorandum (each as defined below) under and agrees that the heading “Description Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of Other Indebtedness—Senior Secured Credit Facilities” the Securities to purchasers (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender OfferSubsequent Purchasers”) at any time after the date of this Agreement. The Securities are to purchase any be offered and sold to or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (through the “2009 Notes”)Initial Purchasers without registration with the SEC under the Securities Act, in connection with which the Company and its subsidiaries that have issued guarantees reliance upon exemptions therefrom. The terms of the 2009 Notes Securities and the Indenture will enter into a supplemental indenture require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such resale or transfer is registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Supplemental IndentureRule 144A”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and or Regulation S (vi“Regulation S”) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreementthereunder), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, iStar Inc., a Delaware Maryland corporation (the “Company”), proposesconfirms its agreement with ▇▇▇▇▇▇▇ Lynch, subject to Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the terms and conditions stated herein, to issue and sell to the other several initial purchasers underwriters named in Schedule A hereto (collectively, the “PurchasersUnderwriters”) U.S. ), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $210,000,000 375,000,000 aggregate principal amount of its 9.75the Company’s 6.00% Senior Notes due 2014 2022 (the “NotesSecurities”). The obligations ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed several Underwriters (the “Guarantees” and, together Representative”) in connection with the Notes, the “Offered Securities”), on a joint offering and several basis, by each sale of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”)Securities. The Offered Securities will be issued under pursuant to an indenture, dated as of June 16February 5, 2006 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), as amended by the Twenty-ninth Supplemental Indenture, to be dated as of March 13, 2017 between the Company and the Trustee relating to the Securities (such supplemental indenture, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Issuers Company, the Trustee and ▇▇▇▇▇ Fargo Bankthe Depositary. This Agreement, National Association, the Securities and the Indenture are referred to herein as Trustee the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (the “TrusteeCommission”) a registration statement on Form S-3 (File No. 333-198576), which contains a base prospectus (the “Base Prospectus”). The United States , to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, is herein referred to as and the rules and regulations promulgated thereunder (collectively, the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant and the offering thereof from time to which the Issuers agree to file a registration statement time in accordance with Rule 415 under the Securities Exchange Commission (Act. Such registration statement, including the “Commission”) as described financial statements, exhibits and schedules thereto, in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities form in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) it became effective under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:the

Introductory. ▇▇▇▇▇▇▇▇▇ EntertainmentEnergy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 900,000,000 in aggregate principal amount of its 9.75the Company’s 7.5% Senior Notes due 2014 2021 (the “Notes”). The obligations RBC Capital Markets, LLC, Barclays Capital Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Mitsubishi UFJ Securities (USA), Inc. and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the Company under Initial Purchasers (the Indenture (as defined below“Representatives”) in connection with the offering and sale of the Notes. The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, dated as of June 16March 15, 2006 2011 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”). The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, dated as of even date herewith among the Issuers and the Purchasers Closing Date (as defined below) (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) ▇▇▇▇▇▇▇▇▇ Onshore, LLC, Lariat Services, Inc., ▇▇▇▇▇▇▇▇▇ Operating Company, Integra Energy, L.L.C., ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, ▇▇▇▇▇▇▇▇▇ Tertiary, LLC, ▇▇▇▇▇▇▇▇▇ Midstream, Inc., ▇▇▇▇▇▇▇▇▇ Offshore, LLC and ▇▇▇▇▇▇▇▇▇ Holdings, Inc. and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees set forth in the Indenture (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (it being agreed that the first time when sales of the Securities are made by the Initial Purchasers is 3:47 p.m. (New York City time) on the date of this Agreement, which time is hereinafter referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 2, 2011, including documents incorporated by reference therein (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 2, 2011, in the form attached hereto as Exhibit C (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other deliver to each Initial Purchaser a final offering memorandum dated the date hereof including documents required in connection therewith are herein collectively referred to as incorporated by reference therein (the “Acquisition DocumentsFinal Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and, together with and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Basic DocumentsSecurities Exchange Act of 1934 (as amended, the “Transaction Documents.Exchange Act,” The Acquisitionswhich term, as used herein, includes the issuance rules and regulations of the Offered Securities Commission promulgated thereunder) prior to the Time of Sale and each of incorporated by reference in the other transactions contemplated by Pricing Disclosure Package (including the Transaction Documents are herein collectively referred to Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transactions.amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Issuers Company hereby agree confirms its agreements with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentCredit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-4. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-4 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $376,200,000 as of December 23, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-4, Inc. a Delaware corporation (the “Company”"Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of December 1, 2002 (the "Unaffiliated Seller's Agreement"), proposesamong the Depositor, subject to the terms and conditions stated hereinSeller, to issue and sell to the several initial purchasers named in Schedule A hereto ABC, American Business Mortgage Services Inc. (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below"ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the Notes will be unconditionally guaranteed (the “Guarantees” "Originators" and, together with the NotesSeller, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”"ABFS Entities"). The Offered Securities Mortgage Loans and other property to be sold by the Seller to the Depositor will be issued under an indenture, dated as of June 16, 2006 (purchased by the “Indenture”), among Seller from the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (Originators pursuant to the “Trustee”)Unaffiliated Seller's Agreement. The United States Securities Act of 1933, as amended, is herein referred Certificates are to as the “Securities Act.” The holders of the Offered Securities will be entitled issued pursuant to the benefits of a Registration Rights Agreement of even date herewith among the Issuers Pooling and the Purchasers (the “Registration Rights Servicing Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as are more fully described in the General Disclosure Package and Prospectus Supplement, dated as of December 18, 2002 relating to the Final Offering Circular Offered Certificates (each together with the Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as defined below) one or more "real estate mortgage investment conduits" under the heading “Description Internal Revenue Code of Other Indebtedness—Senior Secured Credit Facilities” (1986, as amended. The Depositor on the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes date hereof will enter into a supplemental indenture an underwriting agreement dated the date hereof (the “Supplemental Indenture”"Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the Trustee pursuant "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to which substantially all the sale of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expensesOffered Certificates. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Pooling and Servicing Agreement, the Credit FacilityUnaffiliated Seller's Agreement, and the Supplemental Indenture, the other documents relating to the Tender Offer and this Underwriting Agreement are shall be collectively defined herein collectively referred to as the “"Basic Documents.” The Truck Plaza Acquisition Agreements " Capitalized terms used herein and not otherwise defined shall have the ▇▇▇▇▇ Acquisition meanings given them in the Underwriting Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.URS Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”"PURCHASERS") U.S. $210,000,000 U.S.$200,000,000 principal amount of its 9.7511 1/2% Senior Notes due 2014 2009 (the “Notes”"OFFERED SECURITIES"). The obligations of the Company under the Indenture Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” andeach, together with the Notes, the “Offered Securities”), a "GUARANTY") on a joint and several basis, senior unsecured basis by each subsidiary of the Company’s subsidiaries Company listed in on Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”"GUARANTORS"). The Offered Securities and the Guaranties will be issued under an indenture, dated as of June 16August 22, 2006 2002 (the “Indenture”"INDENTURE"), among between the Issuers Company, the Guarantors and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “Securities Act.” The holders "SECURITIES ACT". Holders (including subsequent transferees) of the Offered Securities will be entitled to have the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described rights set forth in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase registration rights agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”"REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in connection with which substantially the Company and its subsidiaries that have issued guarantees form of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Exhibit I hereto, for so long as such Offered Securities, the Exchange Notes Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit FacilityCompany and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Supplemental Indenture, Securities Act (the other documents "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Tender Offer Company's 11 1/2% Senior Notes due 2009, and this Agreement are herein collectively guaranties thereof, in a like aggregate principal amount as, and identical in all material respects to, the Offered Securities and the Guaranties and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "EXCHANGE OFFER") and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Guaranties thereof and other documents required in connection therewith are herein collectively referred (ii) a shelf registration statement pursuant to as Rule 415 under the “Acquisition Documents” Securities Act (the "SHELF REGISTRATION STATEMENT" and, together with the Basic DocumentsExchange Offer Registration Statement, the “Transaction Documents.” The Acquisitions, "REGISTRATION STATEMENTS") relating to the issuance resale by certain holders of the Offered Securities and each to use its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the "SECURITIES". Concurrently with the consummation of the other transactions contemplated by issue and sale of the Transaction Documents are herein collectively Offered Securities as set forth herein, the Company will acquire all of the capital stock of Carlyle-EG&G Holdings Corp. and Lear Siegler Services, Inc. (collectively, the "ACQUIRED COMPANIES") (such ▇▇▇▇▇▇▇tion being referred to as the “Transactions.” "ACQUISITION"). The Issuers Company and the Guarantors hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentPuget Energy, Inc., a Delaware Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the BofA Securities, Inc., Scotia Capital (USA) Inc., U.S. Bancorp Investments, Inc., and other several initial purchasers Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Company’s 2.379% Senior Secured Notes due June 15, 2028 (the “PurchasersSecurities”). BofA Securities, Inc., Scotia Capital (USA) Inc., U.S. $210,000,000 principal amount Bancorp Investments, Inc. have agreed to act as the representatives of its 9.75% Senior Notes due 2014 the Initial Purchasers (the “NotesRepresentatives”)) in connection with the offering and sale of the Securities. The obligations of the Company under the Indenture (as defined below) and the Notes Securities will be unconditionally guaranteed issued pursuant to an indenture, dated as of December 6, 2010 (the “GuaranteesOriginal Indenture”), as previously supplemented and as to be supplemented by a Sixth Supplemental Indenture, to be dated as of June 14, 2021 (the “Supplemental Indenture” and, together with the NotesOriginal Indenture, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among each between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as Trustee trustee (the “Trustee”). The United States Securities Act will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”). The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers June 14, 2021 (the “Registration Rights Agreement”), among the Company and the Initial Purchasers, pursuant to which the Issuers agree Company may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement with under the Securities Exchange Commission Act (as defined below) relating to a series of debt securities of the Company with terms substantially identical to the Securities (the “CommissionExchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as described collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest in (i) substantially all of the tangible and intangible assets of the Company other than real property, subject to certain agreed upon exceptions and, if material, disclosed in the Preliminary Offering Circular Pricing Disclosure Package (as defined below) and the Final Offering Circular Memorandum (each as defined below) (the “Security Agreement Collateral”). The Issuers propose , pursuant to issue the Offered Securities in connection with (i) the acquisition by an Amended and Restated Borrower Security Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, between the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate Collateral Agent (the “Security Agreement”) and (ii) all of the equity interests in the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ PlazaPledge Agreement Collateral,” and, and together with the Truck Plaza AcquisitionsSecurity Agreement Collateral, the “AcquisitionsCollateral”) pursuant to an asset purchase agreement Amended and Restated Pledge Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012 (the “▇▇▇▇▇ Acquisition Pledge Agreement” and”), between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Collateral Agent and certain other parties from time to time party thereto (as supplemented by a Joinder Agreement thereto, dated as of December 6, 2010 (the “Joinder Agreement”), the “Collateral Agency Agreement”; and together with the Truck Plaza Acquisition AgreementsPledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Acquisition Collateral Documents”); (iii) . This Agreement, the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement)Securities, the Indenture, the Registration Rights Agreement, Agreement and the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Collateral Documents are herein collectively referred to herein as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:”

Introductory. ▇▇▇▇▇▇ EntertainmentDiamondback Energy, Inc., a Delaware corporation (the “Company”), proposesagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), for whom you are acting as representative (the “Representative”), subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 Purchasers U.S.$500,000,000 aggregate principal amount of its 9.755.375% Senior Notes due 2014 2025 (the “Notes”) to be issued under an indenture to be dated as of December 20, 2016 (the “Indenture”). The obligations of , among the Company under Company, the Indenture Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “GuaranteesGuarantee” and, together with the Notes, the “Offered Securities”), on a joint ) as to the payment of principal and several basis, interest by each of the Company’s subsidiaries subsidiary listed in on Schedule B attached hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement to be dated as of even date herewith the Closing Date among the Issuers Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers Company and the Guarantors will agree to file a registration statement with the United States Securities and Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company registration statement (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “AcquisitionsExchange Offer Registration Statement”) pursuant under the Securities Act relating to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion another series of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by debt securities of the Company and the guarantee of the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” Indenture, each respectively with terms substantially identical to the Notes (the “Credit FacilityExchange Notes”); (v) and the consummation by the Company of a tender offer Guarantee (the “Tender OfferExchange Guarantee”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 be offered in exchange for the Offered Securities (the “2009 NotesExchange Offer”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”ii) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment extent required by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, a shelf registration statement (the Credit Facility, “Shelf Registration Statement”) pursuant to Rule 415 of the Supplemental Indenture, the other documents Securities Act relating to the Tender Offer resale of the Offered Securities. The Exchange Notes and this Agreement the Exchange Guarantee are herein collectively referred to as the “Basic DocumentsExchange Securities.” The Truck Plaza Acquisition Agreements Each of the Company and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Guarantors hereby jointly and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree severally agrees with the several Purchasers as follows:

Introductory. The White House, Inc. ("Company"), a Maryland corporation, proposes to issue and sell an aggregate of ________________ shares of common stock, having par value of $0.01 per share ("Common Stock"), and certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in SCHEDULE B) propose to sell ________ shares of the Company's issued and outstanding Common Stock to the several underwriters named in SCHEDULE A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. Collectively, such total of _________ shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, certain of the Selling Stockholders propose to grant to the Underwriters an option to purchase up to _________ additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." For purposes of this Agreement, (a) "Management Selling Stockholders" means ▇▇▇▇▇▇▇ Entertainment▇▇▇▇▇▇▇▇▇, Inc.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, a Delaware corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇, (the “Company”)b) "Institutional Selling Stockholders" means Chancellor Private Capital Offshore Partners I, proposesC.V., subject to the terms and conditions stated hereinChancellor Private Capital Offshore Partners II, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” andL.P., together with the NotesChancellor Private Capital Partners III, the “Offered Securities”)L.P., on a joint and several basisCitiventure 96 Partnership, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers L.P. and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇-▇▇▇▇▇ Plaza ResortSpecialty Retail Group III, a land-based casino located in Carson City, Nevada L.P.; and (“▇▇▇▇▇ Plaza” and, together c) "Other Selling Stockholders" means all Selling Stockholders who are not Management Selling Stockholders or Institutional Selling Stockholders. Subsequent to the date hereof and prior to the closing on the First Closing Date (as defined herein) the Company will file amended and restated articles of incorporation with the Truck Plaza AcquisitionsState Department of Assessments and Taxation of Maryland (the "Charter Amendment") which, among other things, cause (i) the Company to have authorized capital stock comprised solely of 25,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share, and (ii) all shares of Class A common stock, par value $0.01 per share, ("Class A Common Stock") of the Company, and Class C common stock, par value $0.01 per share ("Class C Common Stock") of the Company (no shares of Class B common stock of the Company being outstanding) outstanding immediately prior to such Charter Amendment to be automatically, without any action by any person, converted into shares of Common Stock (on a share for share basis). All references in this Agreement to "Common Stock" refer to the single class of Common Stock of the Company following the effective time of the Charter Amendment being offered and sold to the Underwriters pursuant to this Agreement. All references in this Agreement to a number of "Shares" shall (i) prior to the effective time of the Charter Amendment, refer to the shares of Class A Common Stock and Class C Common Stock deposited under the Powers of Attorney and Custody Agreements (as hereinafter defined) (as adjusted to reflect any stock split effected in connection with the offering contemplated by the Registration Statement hereinafter defined) and (ii) from and after the effective time of the Charter Amendment, refer to the shares of Common Stock into which such shares of Class A Common Stock and Class C Common Stock were converted pursuant to the Charter Amendment (as adjusted to reflect any stock split effected in connection with the offering contemplated by the Registration Statement hereinafter defined). As part of the offering contemplated by this Agreement, the “Acquisitions”) Underwriters agree to reserve out of the Shares to be sold pursuant to an asset this Agreement, up to ______ Shares for sale to employees, relatives of executive officers and business associates of the Company ("Participants"), as set forth in the Registration Statement hereinafter defined and Prospectus herein defined ("Directed Share Program"). The Shares to be sold by the Underwriters pursuant to the Directed Share Program ("Directed Shares") will be sold by the Underwriters pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase agreement (by any Participant by the “▇▇▇▇▇ Acquisition Agreement” andend of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. Under no circumstances will any Underwriter be liable to the Company or to any of the Participants for any action taken or omitted to be taken other than any such action or inaction resulting from the bad faith, together willful misconduct or gross negligence of such Underwriter in connection with the Truck Plaza Acquisition Agreements, transactions effected with regard to any of the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by Participants. You have advised the Company and the Guarantors Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement as hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders, and the Representatives, acting on behalf of the several Underwriters, shall enter into a senior secured credit facilityan agreement substantially in the form of EXHIBIT A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, which the Selling Stockholders and the Representatives and shall specify such applicable information as is indicated in EXHIBIT A hereto. The offering of the Shares will provide for be governed by this Underwriting Agreement (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loanthis "Agreement"), as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation supplemented by the Company of a tender offer (Pricing Agreement. From and after the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees date of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all execution and delivery of the restrictive covenants applicable Pricing Agreement, this Agreement shall be deemed to incorporate the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expensesPricing Agreement. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities Company and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers Selling Stockholders hereby agree confirm their agreements with the several Purchasers Underwriters as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentCitrix Systems, Inc., a Delaware corporation (the “"Company”"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation (referred to herein as the several initial purchasers named in Schedule A hereto "Purchaser" or "CSFBC") U.S.$ 850,000,000 principal amount at maturity of its Zero Coupon Convertible Subordinated Debentures Due March 22, 2019 (the “Purchasers”"Firm Securities") U.S. and also proposes to grant to the Purchaser an option, exercisable from time to time by the Purchaser to purchase an aggregate of up to an additional $210,000,000 280,000,000 principal amount at maturity ("Optional Securities") of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” andZero Coupon Convertible Subordinated Debentures Due March 22, together with the Notes2019, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, dated as of June 16March 22, 2006 1999 (the “"Indenture”"), among between the Issuers Company and ▇▇▇▇▇ Fargo BankState Street Bank and Trust Company, National AssociationN.A., as Trustee (Trustee. The Firm Securities and the “Trustee”)Optional Securities which the Purchaser may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities". The United States Securities Act of 1933, as amended, is herein referred to as the “"Securities Act.” " The holders Holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers Company and the Purchasers Purchaser (the “"Registration Rights Agreement”"), pursuant to which the Issuers agree Company agrees to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance resale of the Offered Securities and each of the other transactions contemplated by Underlying Shares (as defined below) issuable upon conversion thereof under the Transaction Documents are herein collectively referred to as the “Transactions.” Securities Act. The Issuers Company hereby agree agrees with the several Purchasers Purchaser as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentPsychiatric Solutions, Inc., a corporation organized under the laws of Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 120,000,000 aggregate principal amount of its 9.75the Company’s 73/4% Senior Subordinated Notes due 2014 2015 (the “Notes”, and together with the Guarantees (as defined below), the “Securities”). The obligations Banc of America Securities LLC has agreed to act as the representative of the Company under several Initial Purchasers (the Indenture “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers Company, each of the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as Trustee trustee (the “Trustee”). The United States Securities Act will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and the Depositary. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (the “Registration Rights Agreement”), among the Company, each of the Guarantors and the Representative, pursuant to which the Issuers agree Company and the Guarantors may be required to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described in ), under the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with circumstances set forth therein, (i) a registration statement under the acquisition by Securities Act of 1933 (as amended, the Company “Securities Act”, which term, as used herein, includes the rules and regulations of three truck plaza video gaming facilities and the raw land Commission thereunder) relating to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate another series of debt securities of the Company with terms substantially identical to the Securities (the “Truck Plaza AcquisitionsExchange Securities”), ) to be offered in each case pursuant to an asset purchase agreement exchange for the Securities (the “Truck Plaza Acquisition AgreementsExchange Offer”); ) and (ii) to the acquisition extent required by the Company Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Best Western ▇▇▇▇▇ Plaza ResortSecurities Act relating to the resale by certain holders of the Securities, a land-based casino located and in Carson Cityeach case, Nevada (“▇▇▇▇▇ Plaza” and, together with to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Truck Plaza Acquisitions, Exchange Securities and the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by Exchange Offer are only applicable if the Company and the Guarantors into are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of and premium, if any, on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior secured credit facilitysubordinated unsecured basis, which will provide for jointly and severally by each of the Company’s direct and indirect domestic subsidiaries set forth on Schedule B hereto (athe “Guarantors”) a $40 million term loan, (b) a $40 million revolving credit facility and (cii) a $20 million delayed draw term loanany subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, as more fully described and their respective successors and assigns. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the General manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that the Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 4, 2009 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 4, 2009 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms that it has authorized the use of the Pricing Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase Memorandum, and any amendment or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”)supplement thereto, in connection with which the Company offer and its subsidiaries that have issued guarantees sale of the 2009 Notes will enter into a supplemental indenture (Securities by the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable Initial Purchasers. All references herein to the 2009 Notes will cease terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to apply to mean and include all information filed under the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company Securities Exchange Act of related fees and expenses. The Offered Securities, the Exchange Notes 1934 (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documentsamended, the “Transaction Documents.Exchange Act,” The Acquisitionswhich term, as used herein, includes the issuance rules and regulations of the Offered Securities Commission promulgated thereunder) prior to the Time of Sale and each of incorporated by reference in the other transactions contemplated by Pricing Disclosure Package (including the Transaction Documents are herein collectively referred to Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “Transactions.amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Issuers Company hereby agree confirms its agreements with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentSolar Limited, Inc., a Delaware corporation an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to agrees with the several initial purchasers Underwriters named in Schedule A hereto (the “PurchasersUnderwriters”) U.S. for whom you are acting as representatives (you, in such capacity, the “Representatives”) to (i) issue and sell to the several Underwriters up to 2,504,000 American Depositary Shares (“ADSs” and each an “ADS”), each representing fifty ordinary shares, par value $210,000,000 0.00001 per share, of the Company (“Shares”) (such ADSs are hereinafter referred to as “Firm Primary Securities”), and (ii) issue and lend to Deutsche Bank AG, London Branch, Barclays Bank PLC and Credit Suisse International (each in its capacity as a borrower, the “Borrower,” and together, the “Borrowers”), pursuant to and upon the terms set forth in the ADS lending agreements (the “ADS Lending Agreements”), each dated as of September 30, 2014, between the Company and each of the Borrowers, up to the Maximum Number of ADSs (as such term is defined in the ADS Lending Agreements, the “Borrowed Securities”), such Maximum Number of ADSs being 7,829,785 as of the date hereof. The Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,125,000 additional ADSs as described in Section 3 hereof (the “Optional Primary Securities”). The Firm Primary Securities and the Optional Primary Securities are hereinafter collectively called the “Primary Securities,” and the Primary Securities and the Borrowed Securities are hereinafter collectively referred to as the “Offered Securities”. The Shares to be represented by the Offered Securities are to be deposited pursuant to a deposit agreement, dated as of December 18, 2006, as amended and restated on December 2, 2008 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the owners and beneficial owners from time to time of the American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement and evidencing the Offered Securities. Concurrently with the issuance and offering of the Offered Securities, the Company is offering US$100,000,000 principal amount of its 9.754.0% Convertible Senior Notes due 2014 2019 (the “Notes”). The obligations of ) convertible into ADSs in reliance on the Company exemption from registration provided by Rule 144A under the Indenture Act (as defined below) and Regulation S under the Notes will be unconditionally guaranteed Act. Deutsche Bank Securities Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as initial purchasers (collectively the “Guarantees” and, together with Initial Purchasers”) in the concurrent offering of the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under Company has granted the Initial Purchasers an indenture, dated as option to purchase up to an additional US$15,000,000 aggregate principal amount of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”)Notes. The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors Initial Purchasers will be entering into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) purchase agreement with respect to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documentssuch concurrent offering.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Newmont Mining Corporation, a Delaware corporation (the “"Company”"), proposesproposes to issue and sell from time to time (i) shares of common stock of the Company (the "Common Shares"), (ii) shares of a series of preferred stock of the Company (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the Warrants are hereinafter referred to as the "Securities". The Securities are registered under the registration statement referred to in Section 2(a). Particular issuances or series of the Securities will be sold pursuant to a Terms Agreement referred to in Section 3 in the form of Annex I attached hereto, for resale in accordance with the terms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions stated hereinhereof, the Company will agree to issue and sell sell, and the firm or firms specified therein (the "Underwriters"), for whom you are acting as representatives (the "Representatives") will agree to purchase, the amount of Securities specified therein (the "Firm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the several initial purchasers named terms and conditions set forth therein, an option to purchase additional Securities in Schedule A hereto an amount not to exceed the amount specified in such Terms Agreement (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered such additional Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein are hereinafter referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below"Option Securities"). The Issuers propose to issue the Offered Firm Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Option Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein hereinafter collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements "Offered Securities". Preferred Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Certificate of Designations"). Depositary Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as specified in such Terms Agreement (the "Warrant Agent"). Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be, and any reference to "amend", "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments rules and other documents required in connection therewith are herein collectively referred to as regulations of the “Acquisition Documents” and, together with the Basic DocumentsCommission thereunder (collectively, the “Transaction Documents"Exchange Act") that are deemed to be incorporated by reference therein.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Banc of America Funding Corporation, a Delaware corporation (the “"Company”"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Banc of America Securities LLC ("BAS" or the several initial purchasers named "Underwriter") $713,655,943 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Purchasers”"Offered Certificates") U.S. $210,000,000 principal amount having the aggregate Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount) within such range to be determined by the Company in its 9.75% Senior Notes due 2014 (the “Notes”sole discretion). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” andOffered Certificates, together with three classes of subordinate certificates (the Notes"Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 240 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 28, 2006, by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the “Offered Securities”), on a joint and several basis, by each Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Company’s subsidiaries listed in Schedule B hereto Trust Estate as multiple separate real estate mortgage investment conduits (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”"REMIC"). The Offered Securities will Certificates are to be issued under an indenturepursuant to a pooling and servicing agreement, dated as of June 16September 28, 2006 (the “Indenture”"Pooling and Servicing Agreement"), among the Issuers and Company, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as securities administrator (the "Securities Administrator"), CitiMortgage, Inc., as master servicer (the "Master Servicer"), and U.S. Bank National Association, as Trustee trustee (the “"Trustee”"). The United States Securities Act of 1933Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated September 28, 2006, between BAS, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers purchaser and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii"Purchase Agreement") the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to herein as the “"Basic Documents.” The Truck Plaza Acquisition Agreements " Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling and the ▇▇▇▇▇ Acquisition Servicing Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentPuget Energy, Inc., a Delaware Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇ Fargo Securities, LLC and the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notescollectively, the “Offered SecuritiesInitial Purchasers”), on a joint acting severally and several basisnot jointly, by each the respective amounts set forth in such Schedule A of $450 million aggregate principal amount of the Company’s subsidiaries listed in Schedule B hereto 5.625% Senior Secured Notes due 2022 (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “IssuersSecurities”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Securities. The Offered Securities will be issued under pursuant to an indenture, dated as of December 6, 2010, as supplemented by a Third Supplemental Indenture, to be dated as of June 1615, 2006 2012 (together, the “Indenture”), among between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as Trustee trustee (the “Trustee”). The United States Securities Act will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”). The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers June 15, 2012 (the “Registration Rights Agreement”), among the Company and the Initial Purchasers, pursuant to which the Issuers agree Company may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest (with such exceptions as contemplated by the Collateral Documents (as defined below) and, if material, disclosed in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below)) in substantially all of the tangible and intangible assets of the Company other than real property, subject to certain agreed upon exceptions (the “Collateral”), shared equally and ratably with the Company’s other secured obligations, pursuant to an Amended and Restated Borrower Security Agreement, dated as of May 10, 2010, and amended as of February 10, 2012, between the Company and the Collateral Agent (the “Security Agreement”), an Amended and Restated Collateral Agency Agreement dated as of May 10, 2010, and amended as of February 10, 2012, among the Company, Puget Equico LLC (“Puget Equico”), the Collateral Agent and certain other parties from time to time party thereto (as supplemented by a Joinder Agreement thereto dated as of December 6, 2010, the “Collateral Agency Agreement”), and an Amended and Restated Pledge Agreement dated as of May 10, 2010, and amended as of February 10, 2012, between Puget Equico and the Collateral Agent (the “Pledge Agreement” and, together with the Security Agreement, the Collateral Agency Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the Collateral, the “Collateral Documents”). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package. For purposes of this Agreement, the “Time of Sale” is 4:47 p.m. (Eastern time) on the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Circular Memorandum, dated June 12, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Final Term Sheet, dated June 12, 2012 and attached hereto as Annex II (the “Final Term Sheet”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Term Sheet are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Retailers National Bank, a Delaware national banking association ("RNB"), from time to time sells, transfers and conveys receivables (the "Receivables") generated from time to time in a portfolio of open end bank credit card accounts and other rights to Target Capital Corporation, a Minnesota corporation ("TCC"). TCC from time to time sells, transfers and conveys the Receivables and other rights to Target Receivables Corporation, a Minnesota corporation (the “Company”"Transferor"). The Transferor from time to time transfers the Receivables to the Target Credit Card Master Trust (the "Trust"), proposesand the Transferor and Target Corporation, subject a Minnesota corporation (the "Company"), propose to cause the Trust to issue to the Transferor $____________ principal amount of ____% Class A Asset Backed Certificates, Series 2000-__ (the "Certificates"), which the Transferor proposes to sell to the Underwriters pursuant to the terms hereof, and conditions stated herein$____________ principal amount of non-interest bearing Class B Asset Backed Certificates, Series 2000-__ (the "Class B Certificates"), which the Transferor intends to retain. The Receivables are and will be (i) conveyed to TCC by RNB pursuant to the Amended and Restated Bank Receivables Purchase Agreement, dated as of April 28, 2000 (the "Bank Receivables Purchase Agreement") between RNB and TCC, (ii) conveyed to the Transferor by TCC pursuant to the Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2000 (the "Receivables Purchase Agreement") between TCC and the Transferor and (iii) transferred from the Transferor to the Trust pursuant to (a) an Amended and Restated Pooling and Servicing Agreement among the Transferor, RNB, as Servicer, and Norwest Bank Minnesota, National Association, as Trustee, dated as of April 28, 2000 (the "Pooling and Servicing Agreement") and (b) the Series 2000-__ Supplement to the Pooling and Servicing Agreement, to issue be dated as of ___________, 2000 (the "Supplement"), among the Transferor, the Servicer and sell the Trustee. Each Certificate represents a specified percentage undivided interest in the Trust. This Underwriting Agreement shall hereinafter be referred to as this "Agreement". This Agreement, the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement and the Supplement shall collectively hereinafter be referred to as the "Basic Documents". Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement and the Supplement. The Transferor and the Company hereby agree with the several initial purchasers Underwriters named in Schedule A hereto (the “Purchasers”"Underwriters") U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentCopano Energy, Inc.L.L.C., a Delaware corporation limited liability company (the “Company”), proposesand Copano Energy Finance Corporation, subject to the terms and conditions stated hereina Delaware corporation (“▇▇▇▇▇”), propose to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto below (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth on Schedule B attached hereto of $210,000,000 300,000,000 aggregate principal amount of its 9.75the Company’s and ▇▇▇▇▇’▇ 7.75% Senior Notes due 2014 2018 (the “Notes”). The obligations Company and ▇▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, ▇.▇. ▇▇▇▇▇▇ Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets Corporation and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Company under the Indenture Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, dated as of June 16, 2006 indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuers and Company, ▇▇▇▇▇ Fargo Bank▇, the Guarantors (as defined below) and U.S. Bank National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Company, ▇▇▇▇▇, the Guarantors, the Trustee and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (the “Registration Rights Agreement”), among the Company, ▇▇▇▇▇, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company, ▇▇▇▇▇ and the Guarantors will agree to file with the Commission (as defined below), under certain circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and ▇▇▇▇▇ and another set of guarantees of the Guarantors, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the guarantors listed on Schedule A attached hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (such persons referred to in clauses (i) and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Exchange Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with ▇▇▇▇/▇▇▇▇▇ Gatherers, a Texas general partnership (“▇▇▇▇/▇▇▇▇▇”), Southern Dome L.L.C., a Delaware limited liability company (“Southern Dome”), Bighorn Gas Gathering L.L.C., a Delaware limited liability company (“Bighorn”), and Fort Union Gas Gathering, L.L.C., a Delaware limited liability company (“Fort Union”), are referred to collectively as the “Subsidiaries”. The Issuers and the Guarantors understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to herein as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). In connection with the sale of the Securities, the Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Circular Memorandum, dated May 12, 2008 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 13, 2008 (the Final Offering Circular (“Pricing Supplement”), describing the terms of the Securities, each as defined below). The Issuers propose to issue for use by the Offered Securities Initial Purchasers in connection with (i) its solicitation of offers to purchase the acquisition Securities. The Preliminary Offering Memorandum, as supplemented by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco HoldingsPricing Supplement, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are is herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:Pricing Disclosure

Introductory. ▇▇▇▇▇▇ Entertainment, Tellurian Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto agrees with Citigroup Global Markets Inc. that it shall act as placement agent (the “PurchasersPlacement Agent”), along with R▇▇▇ Capital Partners, LLC (“R▇▇▇”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations in respect of the Company under Company’s issuance and sale to the Indenture Purchasers (as defined below) and of $500,000,000 principal amount of the 6.00% Convertible Senior Secured Notes will be unconditionally guaranteed due 2025, (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) on the terms, and subject to the conditions, set forth in the Indenture (as defined below). The Offered Securities will be issued under an indenturepursuant to the indenture dated on or about June 3, dated as of June 16, 2006 2022 (the “Base Indenture”), among ) between the Issuers Company and ▇▇▇▇▇ Fargo BankWilmington Trust, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act of 1933, as amendedsupplemented by a first supplemental indenture to be dated on or about June 3, is herein referred to as 2022 between the “Securities Act.” The holders of Company, the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers Trustee and the Purchasers collateral agent named therein (the “Registration Rights Collateral Agent”) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). (a) On the Closing Date (as defined below), Tellurian Investments LLC, a direct wholly owned subsidiary of the Company (“Investments”), and the Collateral Agent shall execute and deliver the Pledge Agreement (the “Pledge Agreement”), pursuant to which Investments will grant a first priority security interest (subject to certain Permitted Liens (as defined in the Issuers agree Indenture)) to file a registration statement the Collateral Agent, as collateral agent for the holders of the Notes in all of the equity interests held by Investments in Tellurian Production Holdings LLC (“Production LLC”). This Agreement, the Pledge Agreement and the Indenture are collectively referred to as the “Transaction Documents.” (b) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent and R▇▇▇ shall be the exclusive placement agents in connection with the offering and sale by the Company of the Offered Securities Exchange Commission pursuant to the Company's Registration Statement (as defined below), with the terms of such offering (the “CommissionOffering”) as described in to be subject to market conditions and negotiations between the Preliminary Offering Circular Company, the Placement Agent, R▇▇▇ and the Final Offering Circular Purchasers (each as defined below). The Issuers propose to issue Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco HoldingsSecurities, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”)or any portion thereof, in each case pursuant to an asset purchase agreement the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) be obligated to underwrite or purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and each not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. (c) The term of the exclusive engagement of the Placement Agent and R▇▇▇ will be until the completion of the Offering; provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other transactions contemplated parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Transaction Documents are herein collectively referred to Act (as the “Transactionsdefined below).” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, CONSOL Energy Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 1,600,000,000 aggregate principal amount of its 9.75the Company’s 5.875% Senior Notes due 2014 2022 (the “Notes”). The obligations ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) have agreed to act as representatives of the Company under several Initial Purchasers (the Indenture “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16, 2006 the Closing Date (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTC. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 7, 2014 (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 10, 2014 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together Final Offering Memorandum”). The Company hereby confirms its agreements with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentAmeriPath, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of AmeriPath Holdings, Inc. (“Parent”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 75,000,000 principal amount of its 9.7510 1/2% Senior Subordinated Notes due 2014 2013 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will ) to be issued as additional securities under an indenture, the indenture dated as of June 16March 27, 2006 2003 (the “Indenture”), among the Issuers Company, the Guarantors (as defined in paragraph 2(e) below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as Trustee (Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as amended (the “Securities Act.” ”). Concurrently with the consummation of the purchase and sale of the Offered Securities, the Company will enter into an amendment to the credit agreement (the “Amendment and Restatement”) dated as of March 27, 2003 (as amended, the “Amended and Restated Credit Agreement”) among itself, Parent, the guarantors named therein, Credit Suisse First Boston, as administrative and collateral agent, and the lenders named therein. In connection therewith, the Company hereby agrees with the several Purchasers as follows: The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”) from the lenders required to effect the Amendment and Restatement. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree Company agrees to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance resale of the Offered Securities and each of under the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “TransactionsSecurities Act.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentPermian Resources Operating, Inc.LLC, a Delaware corporation limited liability company (the “Company”), proposesproposes to repurchase (the “Repurchase”) from each of NGP XI US Holdings, L.P. (“NGP XI”), NGP Pearl Holdings II, LLC (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing limited liability company interests in the Company (“Units”), on the terms and subject to the terms conditions set forth herein. The Company and conditions stated hereinthe Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Sixth Amended and Restated Limited Liability Company Agreement of the Company, to issue and sell to the several initial purchasers named in Schedule A hereto dated as of September 1, 2022 (the “PurchasersLLC Agreement”) U.S. $210,000,000 principal amount ), and the exercise by the Company of its 9.75% Senior Notes due 2014 right of Cash Settlement (as defined in the “Notes”). The obligations LLC Agreement) described in Section 11.01 of the Company under LLC Agreement in connection with the Indenture offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and the Notes will be unconditionally guaranteed managing member of the Company (the “Guarantees” and, together with the Notes, the “Offered SecuritiesCorporation”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under is entering into an indentureunderwriting agreement, dated as of June 16, 2006 the date hereof (the “IndentureUnderwriting Agreement”), among with certain selling stockholders party thereto, including the Issuers Holders (together, the “Selling Stockholders”), and ▇.▇. ▇▇▇▇▇▇ Fargo Bank, National AssociationSecurities LLC and Citigroup Global Markets Inc., as Trustee representatives of the several underwriters listed therein (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights AgreementUnderwriters”), pursuant to which the Issuers agree Selling Stockholders have agreed to file a registration statement with sell to the Securities Exchange Commission several Underwriters 27,500,000 shares (the “CommissionFirm Shares”) as described in of the Preliminary Offering Circular and Corporation’s Class A common stock, par value $0.0001 per share (the Final Offering Circular (each as defined below“Class A Common Stock”). The Issuers propose Selling Stockholders also agreed to issue sell to the Offered Securities in connection with (i) several Underwriters, at the acquisition by option of the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc.Underwriters, an affiliate aggregate of the Company not more than 4,125,000 additional shares (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ PlazaOptional Shares” and, together with the Truck Plaza AcquisitionsFirm Shares, the “AcquisitionsOffered Shares”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together of Class A Common Stock. The Company hereby confirms its agreements with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers Holders as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Oshkosh Corporation, a Delaware Wisconsin corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 250,000,000 aggregate principal amount of its 9.75% the Company’s 8¼% Senior Notes due 2014 2017 (the “Notes due 2017”) and $250,000,000 aggregate principal amount of the Company’s 8½% Senior Notes due 2020 (the “Notes due 2020” and, together with the Notes due 2017, the “Notes”). The obligations Banc of America Securities LLC has agreed to act as the representative of the Company under several Initial Purchasers (the Indenture “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16March 3, 2006 2010 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers March 3, 2010 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers agree Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” in accordance with the terms of the Indenture and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 22, 2010 (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 26, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.ChipPAC International Company Limited, a Delaware British Virgin Islands corporation (the “Company”"COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Citicorp Capital Investors, Limited, (the “Purchasers”"PURCHASER") U.S. $210,000,000 15,000,000 principal amount of its 9.7512 3/4% Senior Subordinated Notes due 2014 Due 2009 (the “Notes”"SECURITIES"). ChipPAC, Inc., a Delaware corporation ("CHIPPAC"), proposes, subject to the terms and conditions stated in a certain Purchase Agreement, dated the date hereof (the "CONVERTIBLE NOTES PURCHASE AGREEMENT"), among Citicorp Mezzanine III, L.P. ("CITICORP MEZZANINE"), and ChipPAC, to issue and sell to Citicorp Mezzanine U.S. $50,000,000 principal amount of its 8% Convertible Subordinated Notes Due 2011 (the "CONVERTIBLE NOTES"). The obligations of transactions contemplated by this Agreement and the Company under Convertible Notes Purchase Agreement are collectively referred to herein as the "DEBT TRANSACTIONS." The Securities are to be issued pursuant to and are "Additional Securities" as defined in the Indenture (the "INDENTURE"), dated July 29, 1999, as defined below) supplemented on August 5, 1999, among the Company, ChipPAC and the Notes will be unconditionally guaranteed Firstar Bank, N.A., as trustee (the “Guarantees” and, together with the Notes, the “Offered Securities”"FIRSTAR"), on a joint and several basis, by each private placement basis pursuant to an exemption under Section 4(2) of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers 1933 (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below"SECURITIES ACT"). The Issuers propose Convertible Notes are to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., be issued under an affiliate of the Company indenture (the “Truck Plaza Acquisitions”"CONVERTIBLE NOTES INDENTURE"), in each case between ChipPAC and Firstar, on a private placement basis pursuant to an asset purchase agreement exemption under Section 4(2) of the Securities Act. The Company's obligations under the Securities are guaranteed by ChipPAC pursuant to the Company Guaranty contained in the Indenture (the “Truck Plaza Acquisition Agreements”); "COMPANY GUARANTY") and by each direct and indirect subsidiary of ChipPAC (iiother than ChipPAC Assembly and Test (Shanghai) Company, Ltd. and ChipPAC (Shanghai) Company Ltd.) (the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”"SUBSIDIARY GUARANTORS") pursuant to an asset purchase agreement the Subsidiary Guaranty Agreement, dated August 5, 1999 (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”"SUBSIDIARY GUARANTY AGREEMENT"); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company . ChipPAC and the Subsidiary Guarantors into a senior secured credit facility, which will provide for are sometimes referred to collectively as the "GUARANTORS". Holders (aincluding subsequent transferees) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes Securities will enter into a supplemental indenture (have the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined registration rights set forth in the Registration Rights Agreement, dated as of the Closing Date (as hereinafter defined) (the "REGISTRATION RIGHTS AGREEMENT"), to be entered into between the Private Exchange Securities (as defined in Company and the Registration Rights Agreement), the Indenture, Purchaser. Pursuant to the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating Company has agreed to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together file with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of Exchange Commission (the other transactions contemplated by "COMMISSION") a shelf registration statement (the Transaction Documents are herein collectively referred "SHELF REGISTRATION STATEMENT") pursuant to as Rule 415 under the “Transactions.” Securities Act. The Issuers Company hereby agree agrees with the several Purchasers Purchaser as follows:

Introductory. ▇▇▇▇▇▇▇ EntertainmentPurina Company, Inc.a Missouri corporation (the "Company"), proposes to issue and sell to you (the "Underwriters"), an aggregate amount of SAILS (Stock Appreciation Income Linked Securities) consisting of its __% Exchangeable Notes Due 2000, which are registered under the registration statement referred to in Section 3(a) (referred to herein as the "Firm SAILS"), in such amounts to each of the Underwriters as set forth in Schedule A hereto. The SAILS will be issued under an Indenture, dated as of May 26, 1995, between the Company and The First National Bank of Chicago, as trustee ("Trustee"), as supplemented by a First Supplemental Indenture, dated as of ___________, 1997, between the Company and the Trustee (as supplemented from time to time, the "Indenture"). In addition, the Underwriters will have the option to purchase from the Company up to an additional SAILS (the "Option SAILS"). The Firm SAILS and the Option SAILS, if purchased, are hereinafter collectively referred to as the "SAILS." In connection with the foregoing Interstate Bakeries Corporation, a Delaware corporation (the “Company”"IBC"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement has filed with the Securities and Exchange Commission (the “"Commission”") a Form S-3 registration statement with respect to shares (the "IBC Firm Shares") of common stock of IBC, par value $.01 per share ("IBC Common Stock"), plus an additional shares of IBC Common Stock (the "IBC Option Shares") to the extent the Underwriters exercise their over-allotment option with respect to -------------------- /1/ Plus an option to purchase up to SAILS from the Company to cover over-allotments, if any. the SAILS, for sale by the Company as described a selling stockholder (to the extent it shall so elect to deliver IBC Common Stock to holders of the SAILS at maturity thereof pursuant to the terms of the SAILS), which registration statement is referred to in the Preliminary Offering Circular and the Final Offering Circular (each as defined belowSection 2(a). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities IBC Firm Shares and the raw land to develop a fourth video gaming plaza from Gameco HoldingsIBC Option Shares, Inc.if the Options SAILS are purchased, an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein hereinafter collectively referred to as the “Basic Documents"IBC Shares.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:"

Introductory. ▇▇▇▇▇▇▇▇▇ EntertainmentEnergy, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 450,000,000 in aggregate principal amount of its 9.75the Company’s 8.750% Senior Notes due 2014 2020 (the “Notes”). The obligations Banc of America Securities LLC, Deutsche Bank Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc., Mitsubishi UFJ Securities (USA), Inc. and RBC Capital Markets Corporation have agreed to act as the representatives of the Company under Initial Purchasers (the Indenture (as defined below“Representatives”) in connection with the offering and sale of the Notes. The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, dated as of June December 16, 2006 2009 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and the Depositary. The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, dated as of even date herewith among the Issuers and the Purchasers Closing Date (as defined below) (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) ▇▇▇▇▇▇▇▇▇ Onshore, LLC, Lariat Services, Inc., ▇▇▇▇▇▇▇▇▇ Operating Company, Integra Energy, L.L.C., ▇▇▇▇▇▇▇▇▇ Exploration and Production, LLC, ▇▇▇▇▇▇▇▇▇ Tertiary, LLC, ▇▇▇▇▇▇▇▇▇ Midstream, Inc., ▇▇▇▇▇▇▇▇▇ Offshore, LLC and ▇▇▇▇▇▇▇▇▇ Holdings, Inc. and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made by the Initial Purchasers is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a Preliminary Offering Memorandum, dated December 8, 2009, including documents incorporated by reference therein (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 9, 2009, in the form attached hereto as Exhibit B (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other deliver to each Initial Purchaser a final offering memorandum dated the date hereof including documents required in connection therewith are herein collectively referred to as incorporated by reference therein (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇▇ EntertainmentWater Products, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 425,000,000 aggregate principal amount of its 9.75% the Company’s 7⅜% Senior Subordinated Notes due 2014 2017 (the “Notes”). The obligations Banc of America Securities LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. have agreed to act as representatives (the “Representatives”) of the Company under several Initial Purchasers in connection with the Indenture offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16, 2006 the Closing Date (as defined below) (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as nominee of The Depository Trust Company (the “Securities Act.” Depositary”). The holders of the Offered Securities Notes will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Issuers Company and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) as described in ), under the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with circumstances set forth therein, (i) a registration statement under the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company Securities Act (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under relating to another series of debt securities of the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” Company with terms substantially identical to the Notes (the “Credit FacilityExchange Notes”); (v) to be offered in exchange for the consummation by the Company of a tender offer Notes (the “Tender Exchange Offer”) and/or (ii) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”)extent required by the Registration Rights Agreement, in connection with which the Company and its subsidiaries that have issued guarantees a shelf registration statement pursuant to Rule 415 of the 2009 Notes will enter into a supplemental indenture (Securities Act relating to the “Supplemental Indenture”) with the Trustee pursuant to which substantially all resale by certain holders of the restrictive covenants applicable Notes, and in each case, to the 2009 Notes will cease use its reasonable best efforts to apply cause any such registration statements to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expensesdeclared effective. The Offered Securitiespayment of principal of, the Exchange Notes premium and Additional Interest (as defined in the Registration Rights AgreementIndenture), if any, and interest on the Private Notes and the Exchange Securities Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by (as defined i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Registration Rights Agreement), Company formed or acquired after the Closing Date that becomes a guarantor in accordance with the terms of the Indenture, the Registration Rights Agreementand their respective successors and assigns (collectively, the Credit Facility“Guarantors”), pursuant to their respective guarantees (the Supplemental Indenture, “Guarantees”). The Notes and the other documents relating to Guarantees included in the Tender Offer and this Agreement Indenture are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements Securities”; and the ▇▇▇▇▇ Acquisition Agreement, together with all Exchange Notes and the related agreements, instruments and other documents required in connection therewith guarantees are herein collectively referred to as the “Acquisition DocumentsExchange Securities.” In addition, the Company has commenced, pursuant to the Company’s Offers to Purchase and Consent Solicitation Statement dated May 1, 2007 (the “Offers to Purchase”), a tender offer to purchase any and all outstanding (i) 14¾% Senior Discount Notes due 2014 issued by the predecessor of the Company (the “2014 Notes”) and (ii) 10% Senior Subordinated Notes due 2012 co-issued by the Company’s wholly owned subsidiaries, ▇▇▇▇▇▇▇ Group, LLC and ▇▇▇▇▇▇▇ Group Co-Issuer, Inc. (the “2012 Notes” and, together with the Basic Documents2014 Notes, the “Transaction Documents.” The AcquisitionsExisting Notes”) and a solicitation of consents from the holders of the Existing Notes (together, the issuance “Tender Offers”), to amend the indentures relating to the Existing Notes pursuant to supplemental indentures (the “Supplemental Indentures”). The Company understands that the Initial Purchasers propose to make an offering of the Offered Securities on the terms and each in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the other transactions contemplated Securities to purchasers (the “Subsequent Purchasers”) at any time after this Agreement is executed by the Transaction Documents parties hereto on the terms set forth in the Pricing Disclosure Package (5:30 p.m. on the date hereof, being the first time when sales of the Securities are herein collectively made, is referred to as the “TransactionsTime of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions from the registration requirements thereof. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 11, 2007, (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 16, 2007 (in the form attached hereto as Schedule C, the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Sale, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be). The Issuers Company and the Guarantors hereby agree confirm their agreements with the several Initial Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Tellurian Inc., a Delaware corporation (the “Company”), proposesagrees with R▇▇▇ Capital Partners, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto LLC that it shall act as placement agent (the “PurchasersPlacement Agent”), along with Citigroup Global Markets Inc. (“Citi”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations in respect of the Company under Company’s issuance and sale to the Indenture Purchasers (as defined below) and of $500,000,000 principal amount of the 6.00% Convertible Senior Secured Notes will be unconditionally guaranteed due 2025 (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) on the terms, and subject to the conditions, set forth in the Indenture (as defined below). The Offered Securities will be issued under an indenturepursuant to the indenture dated on or about June 3, dated as of June 16, 2006 2022 (the “Base Indenture”), among ) between the Issuers Company and ▇▇▇▇▇ Fargo BankWilmington Trust, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act of 1933, as amendedsupplemented by a first supplemental indenture to be dated on or about June 3, is herein referred to as 2022 between the “Securities Act.” The holders of Company, the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers Trustee and the Purchasers collateral agent named therein (the “Registration Rights Collateral Agent”) (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). (a) On the Closing Date (as defined below), Tellurian Investments LLC, a direct wholly owned subsidiary of the Company (“Investments”), and the Collateral Agent shall execute and deliver the Pledge Agreement (the “Pledge Agreement”), pursuant to which Investments will grant a first priority security interest (subject to certain Permitted Liens (as defined in the Issuers agree Indenture)) to file a registration statement the Collateral Agent, as collateral agent for the holders of the Notes in all of the equity interests held by Investments in Tellurian Production Holdings LLC (“Production LLC”). This Agreement, the Pledge Agreement and the Indenture are collectively referred to as the “Transaction Documents.” (b) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent and Citi shall be the exclusive placement agents in connection with the offering and sale by the Company of the Offered Securities Exchange Commission pursuant to the Company's Registration Statement (as defined below), with the terms of such offering (the “CommissionOffering”) as described in to be subject to market conditions and negotiations between the Preliminary Offering Circular Company, the Placement Agent, Citi and the Final Offering Circular Purchasers (each as defined below). The Issuers propose to issue Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco HoldingsSecurities, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”)or any portion thereof, in each case pursuant to an asset purchase agreement the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) be obligated to underwrite or purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and each not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Offered Securities and the Company shall have the sole right to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. (c) The term of the exclusive engagement of the Placement Agent and Citi will be until the completion of the Offering; provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other transactions contemplated parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Transaction Documents are herein collectively referred to Act (as the “Transactionsdefined below).” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentCSK Auto, Inc., a Delaware an Arizona corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Credit Suisse First Boston LLC, L▇▇▇▇▇ Brothers Inc., J.▇. ▇▇▇▇▇▇ Securities Inc., P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and Banc of America Securities LLC (the “Purchasers”) U.S. $210,000,000 225,000,000 principal amount of its 9.757% Senior Subordinated Notes due 2014 (“Offered Securities”) to be issued under an indenture (the “NotesIndenture”). The obligations , dated as of the Company under the Indenture Closing Date (as defined below) and ), among the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the NotesCompany, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto guarantors named therein (each, a “Guarantor,” and, and collectively, the “Guarantors” and”) and The Bank of New York, together with the Company, as trustee (the “IssuersTrustee”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 irrevocably and unconditionally guaranteed (the “Guarantees”) as to payment of principal, premium, if any, interest and Liquidated Damages (as defined in the Indenture”), among if any, on a senior basis, jointly and severally by each of the Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee (the “Trustee”)Guarantors. The United States Securities Act of 1933, as amended, 1933 is herein referred to as the “Securities Act.” The holders Holders (including subsequent transferees) of the Offered Securities will be entitled to have the benefits of a Registration Rights Agreement of even date herewith among registration rights set forth in the Issuers and the Purchasers registration rights agreement (the “Registration Rights Agreement”), pursuant to which be dated the Issuers agree to file a registration statement with Closing Date, in substantially the Securities Exchange Commission (the “Commission”) form of Exhibit I hereto, for so long as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the such Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the constitute “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ PlazaTransfer Restricted Securities” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, . Pursuant to the Registration Rights Agreement, the Credit FacilityCompany and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Supplemental Indenture, Securities Act (the other documents “Exchange Offer Registration Statement”) relating to the Tender Offer Company’s 7% Senior Subordinated Notes due 2014 in a like aggregate principal amount of the Offered Securities as the Company issued under the Indenture, identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and this Agreement are herein collectively the rights provided in the Registration Rights Agreement) and registered under the Securities Act (the “Exchange Securities”), with guarantees endorsed thereon by the Guarantors to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements Exchange Offer”) and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Guarantees thereof and other documents required in connection therewith are herein collectively referred (ii) a shelf registration statement pursuant to as Rule 415 under the Securities Act (the “Acquisition DocumentsShelf Registration Statement” and, together with the Basic DocumentsExchange Offer Registration Statement, the “Transaction Documents.” The Acquisitions, Registration Statements”) relating to the issuance resale by certain holders of the Offered Securities and each of to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the other transactions contemplated by periods specified in the Transaction Documents Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are herein collectively referred to collectively as the “Transactions.” Securities”. The Issuers Company hereby agree agrees with the several Purchasers as follows:

Introductory. P▇▇▇▇▇▇▇ Entertainment, Inc.66, a Delaware corporation (the “Company”), proposesand P▇▇▇▇▇▇▇ 66 Company, subject to a Delaware corporation (the terms and conditions stated herein“Guarantor”), to propose that the Company will issue and sell from time to time certain of its unsecured debt securities that will be fully and unconditionally guaranteed by the several initial purchasers named Guarantor registered under the registration statement referred to in Schedule A hereto Section 2(a) (such securities, including the guarantee relating thereto by the Guarantor (the “PurchasersGuarantee”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (), being hereinafter called the “NotesRegistered Securities”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Registered Securities will be issued under an indenturethe Indenture, dated as of June 16March 12, 2006 2012 (the “Indenture”), among the Issuers Company, the Guarantor and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as Trustee trustee (the “Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The United States Registered Securities Act of 1933, as amended, is herein involved in any such offering are hereinafter referred to as the “Securities Act.” Offered Securities”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers (the “Registration Rights Agreement”), pursuant to firm or firms which the Issuers agree to file a registration statement with purchase the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined set forth in the Registration Rights Agreement)a Terms Agreement referred to in Section 3 hereof, the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively hereinafter referred to as the “Basic Documents.Underwriters” The Truck Plaza Acquisition Agreements of such securities, and the ▇▇▇▇▇ Acquisition Agreementrepresentative or representatives of the Underwriters, together with all related agreementsif any, instruments and other documents required specified in connection therewith a Terms Agreement referred to in Section 3 are herein collectively hereinafter referred to as the “Acquisition Documents” andRepresentatives”; provided, together with however, that if the Basic DocumentsTerms Agreement does not specify any representative of the Underwriters, the term “Transaction DocumentsRepresentatives”, as used in this Agreement (other than in Sections 2(b), 2(c), 2(f) and 6 and the second sentence of Section 3), shall mean the Underwriters.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ EntertainmentTopBuild Escrow Corp., Inc.a Delaware corporation (the “Issuer”), a wholly owned subsidiary of TopBuild Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 400,000,000 aggregate principal amount of its 9.755.625% Senior Notes due 2014 2026 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The obligations Notes are being issued by the Issuer in connection with the pending acquisition (the “USI Acquisition”) of USI Legend Parent, Inc., a Delaware corporation (“USI”), pursuant to an Agreement and Plan of Merger, dated March 1, 2018 (the “Merger Agreement”), by and among the Company, Legend Holdings LLC, a Delaware limited liability company, USI and Racecar Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, upon consummation of the transactions contemplated thereby, USI will survive as a wholly owned subsidiary of the Company. In connection with the USI Acquisition, the Company is amending its Senior Secured Credit Agreement dated May 5, 2017, among the Company, Bank of America, N.A., as administrative agent and the other agents and lenders party thereto (as amended, the “Credit Agreement”) and on or prior to the date of the consummation of the USI Acquisition will borrow an additional $100.0 million under the Credit Agreement’s term loan facility. The Credit Agreement is guaranteed and secured pursuant to certain agreements described in the Offering Memorandum under the heading “Description of Other Indebtedness” (collectively, the “Security Documents”). The amendment of the Credit Agreement by the Company and the subsidiaries of the Company named as guarantors therein, the extensions of credit thereunder as described above and the entry by the Company and the guarantors under the Indenture Credit Agreement, as applicable, into the Security Documents, or amendments thereto, are referred to herein as the “Credit Transactions”. The Credit Agreement and the Security Documents are referred to herein as the “Credit Documents”. The Notes will be issued pursuant to an indenture to be dated as of the Closing Date (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among ) between the Issuers Issuer and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as the “Securities Act.” nominee of The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers Depository Trust Company (the “Registration Rights AgreementDepositary”), pursuant to which a blanket letter of representations to be dated on or before the Issuers agree to file a registration statement with Closing Date (including the Securities Exchange Commission (applicable Rule 144A and Regulation S riders thereto, the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company DTC Letter of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza AcquisitionsRepresentations”), in each case pursuant to an asset purchase agreement (among the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by Issuer and/or the Company and the Guarantors Depositary. On the Closing Date, the Issuer will enter into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in an escrow agreement relating to the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” Notes (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental IndentureEscrow Agreement”) with the Trustee pursuant and U.S. Bank National Association, as escrow agent (the “Escrow Agent”). Pursuant to which substantially all the Escrow Agreement, the Issuer will deposit (or cause to be deposited) the net proceeds of the restrictive covenants applicable Offering of the Notes into an account pledged to the 2009 Trustee (the “Escrow Account”), together with additional cash in an aggregate amount (collectively, with any other property from time to time held by the Escrow Agent, the “Escrowed Property”) sufficient to fund the redemption of the Notes will cease to apply at a redemption price (the “Special Mandatory Redemption Price”) equal to the 2009 principal amount of the Notes plus accrued and unpaid interest on the collateral securing the 2009 Notes will be released; and (vi) the payment to but excluding September 5, 2018. Upon delivery by the Company to the Escrow Agent and the Trustee of related fees and expenses. The Offered Securities, an officer’s certificate certifying that the Exchange Notes Escrow Conditions (as defined in the Registration Rights Escrow Agreement) have been satisfied (the “Escrow Officers’ Certificate”), the Private Exchange Securities Escrowed Property will be released to the Company on the date of such delivery of the Escrow Officers’ Certificate (the “Escrow Release Date”). If the Escrow Conditions shall not have been satisfied on or prior to the earlier of August 30, 2018 (the “Outside Date”) or such earlier date that the Issuer notifies the Escrow Agent and the Trustee in writing that it has determined that the Escrow Release Date will not occur on or prior to the Outside Date (such date of, the “Special Mandatory Redemption Date”), the Issuer will be required pursuant to, and in accordance with, the terms of the Indenture and the Escrow Agreement to redeem the Notes at the Special Redemption Price on the Special Mandatory Redemption Date. On the Escrow Release Date, the Company will assume all obligations of the Issuer under the Notes and the Indenture, and the payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”), jointly and severally by (i) each of the Company’s direct and indirect subsidiaries that is a borrower or guarantor under its Credit Agreement (collectively, the “Guarantors”) and (ii) any other subsidiary of the Company after the Escrow Release Date (as defined below) that executes an additional guarantee thereafter in accordance with the Registration Rights Agreement), terms of the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc., a Delaware corporation Applied Power Inc. which intends to change its name to Actuant Corporation (the “"Company”), ") proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “"Purchasers”") U.S. $210,000,000 U.S.$200,000,000 principal amount of its 9.7513% Senior Subordinated Notes due 2014 Due 2009 (the “"Notes”). The obligations of the Company under the Indenture (as defined below") and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will to be issued under an indenture, dated as of June 16August 1, 2006 2000 (the “"Indenture”"), among between the Issuers Company and ▇▇▇▇▇ Fargo BankBank One Trust Company, National AssociationN.A., as Trustee Trustee. The Notes will be guaranteed (the “Trustee”"Guarantees") on a senior subordinated, unsecured basis by each of the Company's wholly owned domestic subsidiaries listed on the signature pages hereof (collectively, the "Guarantors"). The Company and the Guarantors are collectively referred to herein as the "Issuers." The Notes and the Guarantees are collectively referred to herein as the "Offered Securities." The United States Securities Act of 1933, as amended, is herein referred to as the “"Securities Act.” " The holders Offered Securities are being sold in connection with (i) the spin-off (the "Spin-off") of Applied Power Inc.'s integrated electronics enclosures business from its tools and supplies and engineered solutions businesses and (ii) the Company's tender offer for, and consent solicitation with respect to, up to $200,000,000 aggregate principal amount of its outstanding 8.75% Senior Subordinated Notes due 2009 (the "Tender Offer"), pursuant to the Company's offer to purchase dated June 30, 2000, as amended or supplemented. The Purchasers and direct and indirect transferees of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement to be dated as of even date herewith August 1, 2000 among the Issuers and the Purchasers parties hereto (the “"Registration Rights Agreement”"), pursuant to which the Issuers agree Company has agreed, among other things, to file (a) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any Notes or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement)) under the Securities Act or (b) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Securities Notes (as defined in the Registration Rights Agreement)) by the Purchasers. The Notes, the Exchange Notes, the Guarantees, the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer Agreement and this Agreement are herein collectively referred to as the “"Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” " The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Concentra Operating Corporation, a Delaware Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 150,000,000 principal amount of its 9.759 1/2% Senior Subordinated Notes due 2014 2010 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will ) to be issued under an indenture, indenture to be dated as of June 16August 13, 2006 2003 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as Trustee (Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as 1933 (the “Securities Act.”), and hereby agrees with the several Purchasers as follows: The Company’s obligations under the Offered Securities, including the due and punctual payment of interest on the Offered Securities, shall be unconditionally guaranteed (each, a “Guarantee” and, collectively, the “Guarantees”) on a senior subordinated basis by each of the Company’s domestic subsidiaries listed on Schedule B hereto (together, the “Guarantors”). The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith dated the Closing Date (as defined below) among the Issuers Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), in substantially the form of Exhibit A hereto, pursuant to which the Issuers agree Company agrees to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in registering the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue resale of the Offered Securities under the Securities Act. Concurrently with the consummation of the issue and sale of the Offered Securities as set forth in connection with (i) the acquisition by this Agreement, the Company and certain of three truck plaza video gaming facilities and the raw land to develop its subsidiaries will enter into a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase credit agreement (the “Truck Plaza Acquisition AgreementsCredit Agreement”); ) that will provide for a new revolving loan facility and a new term loan facility (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitionstogether, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition DocumentsFacilities”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement are herein collectively referred to as the “Basic Documents.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:

Introductory. The Mississippi Band of Choctaw Indians d/b/a Choctaw Resort Development Enterprise (the "Issuer"), a business enterprise of The Mississippi Band of Choctaw Indians, a federally recognized Indian Tribe and Native American sovereign nation (the "Tribe"), proposes to issue and sell to Banc of America Securities LLC, ▇▇▇▇▇▇▇ Entertainment, ▇▇▇▇▇ Barney Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S. $210,000,000 principal amount of its 9.75% Senior Notes due 2014 (the “Notes”). The obligations of the Company under the Indenture (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Indenture”), among the Issuers and ▇▇▇▇▇ Fargo BankBrokerage Services, National AssociationLLC and Banc One Capital Markets, as Trustee Inc. (the “Trustee”"Initial Purchasers"), acting severally and not jointly, $200,000,000 aggregate principal amount of the Issuers' 9 1/4% Senior Notes due April 1, 2009 (the "Securities"). The United States Securities Act will be issued pursuant to an indenture, to be dated as of 1933March 30, 2001 (the "Indenture"), among the Issuer, the Tribe and Firstar Bank N.A., as amended, is herein referred to as trustee (the “Securities Act.” "Trustee"). The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement registration rights agreement, to be dated as of even date herewith among the Issuers and the Purchasers March 30, 2001 (the “"Registration Rights Agreement”"), among the Issuer and the Initial Purchasers, pursuant to which the Issuers Issuer will agree to file file, pursuant to the circumstances set forth therein, a registration statement with the Securities and Exchange Commission (the “"Commission”") as described in registering the Preliminary Offering Circular and the Final Offering Circular Exchange Securities (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description Securities Act of Other Indebtedness—Senior Secured Credit Facilities” 1933, as amended (the “Credit Facility”); (v) "Securities Act," which term, as used herein, includes the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company rules and its subsidiaries that have issued guarantees regulations of the 2009 Notes will enter into a supplemental indenture (Commission promulgated thereunder). The Issuer understands that the “Supplemental Indenture”) with the Trustee pursuant Initial Purchasers propose to which substantially all make an offering of the restrictive covenants applicable to Securities on the 2009 Notes will cease to apply to terms and in the 2009 Notes manner set forth herein and in the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes Offering Memorandum (as defined in below) and agree that the Registration Rights Agreement)Initial Purchasers may resell, the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating subject to the Tender Offer conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and this Agreement are herein collectively referred sold to as or through the “Basic Documents.” Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The Truck Plaza Acquisition Agreements terms of the Securities and the ▇▇▇▇▇ Acquisition AgreementIndenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, together with all related agreementsafter the date hereof, instruments and other documents required in connection therewith if such Securities are herein collectively referred to as registered for sale under the “Acquisition Documents” and, together with Securities Act or if an exemption from the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance registration requirements of the Offered Securities and each of Act is available (including the other transactions contemplated exemptions afforded by Rule 144A under the Transaction Documents are herein collectively referred to as Securities Act ("Rule 144A") or Regulation S under the “TransactionsSecurities Act ("Regulation S")).” The Issuers hereby agree with the several Purchasers as follows:

Introductory. ▇▇▇▇▇▇ Entertainment, Inc.Teleflex Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the other several initial purchasers Underwriters named in Schedule A hereto (such Underwriters, the “PurchasersUnderwriters”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 400,000,000 aggregate principal amount of its 9.754.875% Senior Notes due 2014 2026 (the “Notes”). The obligations ▇.▇. ▇▇▇▇▇▇ has agreed to act as the representative of the Company under several Underwriters (the Indenture “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) and the Notes will be unconditionally guaranteed issued pursuant to an indenture, to be dated as of May 16, 2016 (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under an indenture, dated as of June 16, 2006 (the “Base Indenture”), among ) between the Issuers Company and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”), as supplemented by the First Supplemental Indenture to be dated as of May 16, 2016, among the Company, the Guarantors (as defined below) and the Trustee (together with the Base Indenture, the “Indenture”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amended, is herein referred to as the “Securities Act.” nominee of The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers Depository Trust Company (the “Registration Rights Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), pursuant to which among the Issuers agree to file a registration statement Company and the Depositary. The Company and the Guarantors, in accordance with the Securities Exchange Commission requirements of Conduct Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subject to the terms and conditions stated herein, also hereby confirm the engagement of the services of ▇▇▇▇▇▇▇, Sachs & Co. (the “CommissionIndependent Underwriter”), as a “qualified independent underwriter” within the meaning of Section (f)(12) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities of Rule 5121 in connection with the offering and sale of the Securities, and the Independent Underwriter hereby confirms its engagement to render such services. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the acquisition by entities listed on the Company of three truck plaza video gaming facilities signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Truck Plaza AcquisitionsGuarantees”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 . The Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Guarantees thereof are herein collectively referred to as the “Basic DocumentsSecurities.” The Truck Plaza Acquisition Agreements This Agreement, the Securities and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith Indenture are herein collectively referred to herein as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:”

Introductory. ▇▇▇▇▇▇ EntertainmentCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”), ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”) and the other several initial purchasers Underwriters named in Schedule A hereto (the “PurchasersUnderwriters”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 500 million aggregate principal amount of its 9.75the Company’s 3.500% Senior Notes due 2014 2024 (the “Notes”). The obligations Citigroup, ▇.▇. ▇▇▇▇▇▇ and MLPFS have agreed to act as the representatives of the Company under several Underwriters (the Indenture “Representatives”) in connection with the offering and sale of the Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, dated as of June 16May 6, 2006 2011 (the “Base Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders Certain terms of the Offered Securities will be entitled established pursuant to a supplemental indenture, to be dated as of the benefits of a Registration Rights Agreement of even date herewith among the Issuers and the Purchasers Closing Date (as defined in Section 2 hereof) (the “Registration Rights Agreement”), pursuant to which the Issuers agree to file a registration statement with the Securities Exchange Commission (the “Commission”) as described in the Preliminary Offering Circular and the Final Offering Circular (each as defined below). The Issuers propose to issue the Offered Securities in connection with (i) the acquisition by the Company of three truck plaza video gaming facilities and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ PlazaSupplemental Indenture” and, together with the Truck Plaza AcquisitionsBase Indenture, the “AcquisitionsIndenture”) pursuant ), to an asset purchase agreement the Base Indenture, among the Company, the Guarantors and the Trustee. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition DocumentsDepositary”); (iii) the conversion , pursuant to a letter of a 21,000 square-foot facility in Elkorepresentations, Nevadadated September 16, into a casino 2010 (the “Elko DevelopmentDTC Agreement”); (iv) the entrance by , among the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable Depositary. Subject to the 2009 Notes will cease to apply to the 2009 Notes terms and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company conditions of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreementpayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the Credit Facility, “Guarantors”). The Notes and the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Guarantees are herein collectively referred to as the “Basic DocumentsSecurities.” The Truck Plaza Acquisition Agreements and the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments and other documents required in connection therewith are herein collectively referred to as the “Acquisition Documents” and, together with the Basic Documents, the “Transaction Documents.” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows:”

Introductory. ▇▇▇▇▇▇ EntertainmentOption Care Health, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $210,000,000 500,000,000 aggregate principal amount of its 9.75the Company’s 4.375% Senior Unsecured Notes due 2014 2029 (the “Notes”). The obligations BofAS has agreed to act as the representative of the Company under several Initial Purchasers in connection with the Indenture offering and sale of the Notes (the “Offering”). The Securities (as defined below) and the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”), on a joint and several basis, by each of the Company’s subsidiaries listed in Schedule B hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Offered Securities will be issued under pursuant to an indenture, to be dated as of June 16October 27, 2006 2021 (the “Indenture”), among the Issuers Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankAnkura Trust Company, National AssociationLLC, as Trustee trustee (the “Trustee”). The United States Securities Act Notes will be issued only in book-entry form in the name of 1933Cede & Co., as amendednominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, is to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities ActSecurities.” The holders Company intends to use the proceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Offered Securities will be entitled Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the benefits date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of a Registration Rights Agreement of even date herewith among the Issuers refinancing borrowings and the Purchasers extend its maturity to 2028 (the “Registration Rights New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “Transactions.” This Purchase Agreement (“Agreement”), pursuant the Securities and the Indenture are referred to which herein as the Issuers agree “Transaction Documents.” The Company understands that the Initial Purchasers propose to file make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a registration statement portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as described amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the Preliminary Offering Circular terms of the Securities and the Final Offering Circular Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (each as defined belowincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers propose Company has prepared and delivered to issue each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the Offered Securities “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with (i) its solicitation of offers to purchase the acquisition by the Company of three truck plaza video gaming facilities Securities. The Preliminary Offering Memorandum and the raw land to develop a fourth video gaming plaza from Gameco Holdings, Inc., an affiliate of the Company (the “Truck Plaza Acquisitions”), in each case pursuant to an asset purchase agreement (the “Truck Plaza Acquisition Agreements”); (ii) the acquisition by the Company of the Best Western ▇▇▇▇▇ Plaza Resort, a land-based casino located in Carson City, Nevada (“▇▇▇▇▇ Plaza” and, together with the Truck Plaza Acquisitions, the “Acquisitions”) pursuant to an asset purchase agreement (the “▇▇▇▇▇ Acquisition Agreement” and, together with the Truck Plaza Acquisition Agreements, the “Acquisition Documents”); (iii) the conversion of a 21,000 square-foot facility in Elko, Nevada, into a casino (the “Elko Development”); (iv) the entrance by the Company and the Guarantors into a senior secured credit facility, which will provide for (a) a $40 million term loan, (b) a $40 million revolving credit facility and (c) a $20 million delayed draw term loan, as more fully described in the General Disclosure Package and the Final Offering Circular (each as defined below) under the heading “Description of Other Indebtedness—Senior Secured Credit Facilities” (the “Credit Facility”); (v) the consummation by the Company of a tender offer (the “Tender Offer”) to purchase any or all of its outstanding 11 7/8% Senior Secured Notes due 2009 (the “2009 Notes”), in connection with which the Company and its subsidiaries that have issued guarantees of the 2009 Notes will enter into a supplemental indenture (the “Supplemental Indenture”) with the Trustee pursuant to which substantially all of the restrictive covenants applicable to the 2009 Notes will cease to apply to the 2009 Notes and the collateral securing the 2009 Notes will be released; and (vi) the payment by the Company of related fees and expenses. The Offered Securities, the Exchange Notes (as defined in the Registration Rights Agreement), the Private Exchange Securities (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement, the Credit Facility, the Supplemental Indenture, the other documents relating to the Tender Offer and this Agreement Pricing Supplement are herein collectively referred to as the “Basic DocumentsPricing Disclosure Package.” The Truck Plaza Acquisition Agreements Promptly after this Agreement is executed and delivered, the ▇▇▇▇▇ Acquisition Agreement, together with all related agreements, instruments Company will prepare and other documents required in connection therewith are herein collectively referred deliver to as each Initial Purchaser a final offering memorandum dated the date hereof (the “Acquisition Documents” and, together with the Basic Documents, the “Transaction DocumentsFinal Offering Memorandum”).” The Acquisitions, the issuance of the Offered Securities and each of the other transactions contemplated by the Transaction Documents are herein collectively referred to as the “Transactions.” The Issuers hereby agree with the several Purchasers as follows: