Common use of Securities Held by the Company, etc Clause in Contracts

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities Securities, Series A Bonds or New Securities is required hereunder, Securities Securities, Series A Bonds or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between among the Company and the several Initial PurchasersPurchaser. Very truly yours, Citizens Communications Company NATIONAL STEEL CORPORATION By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Xxxx -------------------------------------- Name: Xxxxxx XXXXX X. Xxxxxxxx XXXX Title: Senior Vice President, Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxx Xxxxx X. XxxXxxxxx Xxxxxx ------------------------------ Name: Xxxx Xxxxx X. XxxXxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Associate ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities or Series A Bonds where such securities Securities or Series A Bonds were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities or Series A Bonds, where such securities Securities or Series A Bonds were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are in their capacity as Initial Purchasers) shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Telecomunicaciones de Puerto Rico, Inc. by ------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Puerto Rico Telephone Company, Inc., by ------------------------------- Name: Title: Celulares Telefonica, Inc., by ------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Saloxxx Xxxxx Xxxney Inc. Credit Suisse Chase Securities (USA) Inc. J.P. Xxxxxx Xxxurities Inc. NationsBanc Montxxxxxx Xxxurities LLC X.X. Xxxxxx Securities Popular Securities, Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Saloxxx Xxxxx Xxxnxx Xxx. by ---------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial PurchasersPlacement Agents. Very truly yours, Citizens Communications Company KANSAS CITY SOUTHERN de MEXICO, S.A. de C.V. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx ------------------------------ Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Banc of America Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated BBVA Securities, Inc. BMO Capital Markets Inc. Credit Suisse Securities Corp. Scotia Capital (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. Banc of America Securities LLC By: /s/ Xxx Xxxxxxx ------------------------------ Name: Xxx Xxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxx X. XxxXxxxxx Xxxxxxxx ------------------------------ Name: Xxxx X. XxxXxxxxx Xxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Western Resources, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Paul R. Geist ----------------------------- Name: Xxxxxx X. Xxxxxxxx Paul R. Geist Title: Chief Financial Xxxxx Xxxxxxxal Officer and Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. BySALOMON SMITH BARNEY INC. J.P. MORGAN SECURITIES INC. BNY CAPITAL MARXXXX, XXX. Xy: Citigroup Global Markets Inc. XXXXMON SMXXX XXXXXX INC. By: /s/ Xxxx Arthur H. Tildesley, Jr. ------------------------------------------- Xxxx: Xxxxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Tildesley, Jr. Title: Managing Director For themselves itself and the other several Initial xxx xxxxx xxxxxxx Xxxxxal Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC X.X. Xxxxxx Securities Inc. as Representative of the several Purchasers By: Citigroup Global Markets Inc. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx X. XxxXxxxxx Xxx Xxxxxx Name: Xxxx X. XxxXxxxxx Xxx Xxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I A to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx City National Corporation, by Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Xxxxxxx Xxxxx Xxxxxx Inc. City National Securities, Inc. Credit Suisse First Boston Corporation Xxxxx, Xxxxxxxx & Xxxxx, Inc. Xxxxxx Brothers Inc. RBC Dominion Securities (USA) LLC X.X. Xxxxxx Securities Inc. Corporation By: Citigroup Global Markets Xxxxxxx Xxxxx Xxxxxx Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 210 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company Company, the Guarantor and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company XXXXXX INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: President and Chief Operating Officer XXXXXX INDUSTRIES LTD. By: /s/ Xxxxxx X. Xxxxxxxx XxXxxxxxx ---------------------------------- Name: Xxxxxx X. Xxxxxxxx XxXxxxxxx Title: Chief Financial Officer Vice President and Corporate Secretary Signed in St. Xxxxxxx, Barbados The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXX BROTHERS INC. By: /s/ Xxxxxxx Xxxx X. XxxXxxxxx ----------------------------------- Name: Xxxxxxx Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchaser have been sold pursuant hereto, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each Furthermore, any broker-dealer that acquired any of the old notes directly from us: - may not rely on the applicable interpretation of the staff of the SEC's position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), ), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and - must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer, resale or other transfer of such New Securities, including information with respect to any selling holder required by the Securities Act in connection with the resale of such new securitiesthe New Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company OPTEL, INC. By: /s/ Xxxxxx X. Xxxxxxxx :________________________________ Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer OPTEL, INC. By:________________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Salomon Brothers Inc Xxxxxxx Lynch, Pierce, Xxxxxx Securities Inc. & Xxxxx Incorporated By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx _________________________ Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Exchange Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration dateearlier of first anniversary of the Expiration Date or the date upon which all such Exchange Securities have been sold by such participating broker-dealer, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities Exchange Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company XXXXX, INC. By: /s/ Xxxx X. Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. X.X. Xxxxxx Securities Inc. XXXXXX SECURITIES INC. KEYBANC CAPITAL MARKETS INC. U.S. BANCORP INVESTMENTS, INC. RBS SECURITIES INC. THE HUNTINGTON INVESTMENT COMPANY PNC CAPITAL MARKETS LLC FIFTH THIRD SECURITIES, INC. As Initial Purchasers By: Citigroup Global Markets Inc. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxx, Xx. Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxx, Xx. Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Principal Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Offered Debt Securities or New Exchange Debt Securities is required hereunder, Offered Debt Securities or New Exchange Debt Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Offered Debt Securities or New Exchange Debt Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Offered Debt Securities or New Exchange Debt Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company MONSANTO COMPANY By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenVice President & Treasurer Accepted, December 9, 1998 XXXXXXX XXXXX XXXXXX INC. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXXX, XXXXX & CO. By: Citigroup Global Markets Inc. XXXXXXX XXXXX XXXXXX INC. By: /s/ Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxxx ------------------------- Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Vice President ANNEX A Annex A ------- Each broker-dealer that receives new securities Exchange Debt Securities for its own account pursuant to the Exchange Offer Offers must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Debt Securities. The Each Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Debt Securities received in exchange for securities where such securities were Offered Debt Securities acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after on the expiration date180th day following the Expiration Date (as defined herein), it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Xxxxx X ------- Each broker-dealer that receives new securities Exchange Debt Securities for its own account in exchange for securitiesOffered Debt Securities, where such securities Offered Debt Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Debt Securities. See “"Plan of Distribution”." ANNEX C Plan of Distribution -------------------- Each broker-dealer that receives Exchange Debt Securities for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Debt Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Debt Securities received in exchange for Offered Debt Securities where such Offered Debt Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the applicable Expiration Date and ending on the close of business on the 180th day following such Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of Exchange Debt Securities by broker-dealers. Exchange Debt Securities received by broker-dealers for their own account pursuant to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Debt Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Debt Securities. Any broker-dealer that resells Exchange Debt Securities that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of such Exchange Debt Securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of Exchange Debt Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. Each Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the applicable Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offers other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Offered Debt Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D Rider A ------- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:___________________________________________________________________________ Address:________________________________________________________________________

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company POLYONE CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx John L. Rastetter ------------------------ Name: Xxxxxx X. Xxxxxxxx TitleJohn L. Rastetter Xxxxx: Chief Financial Officer Xxxxxurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. As Representative of the Initial Purchasers By: /s/ Xxxx X. XxxXxxxxx Aaron Dannenberg ----------------------- Name: Xxxx X. XxxXxxxxx Aarxx Xxxxxxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the Purchase Agreementsxxxxxx Xxxxxxx Xurchasers. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company L BRANDS, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. XxxXxxxxx Xxxx Name: Xxxx X. XxxXxxxxx Xxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the Purchase AgreementPurchasers. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year six months after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.. ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval ----------------------------------- of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Sprint Corporation by -------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Sprint Capital Corporation by -------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Deutsche Banc Alex. Xxxxx Inc. Credit Suisse Securities (USA) Xxxxxxx Xxxxx Xxxxxx Inc. UBS Warburg LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Deutsche Banc Alex. Xxxxx Inc. by ----------------------- Name: Title: by ----------------------- Name: Title: By: /s/ Xxxx X. XxxXxxxxx Xxxxxxx Xxxxx Barney Inc. by ----------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director By: UBS Warburg LLC by ----------------------- Name: Title: For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities Notes or New Securities Notes is required hereunder, Securities Notes or New SecuritiesNotes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities Notes or New Securities Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities Notes or New SecuritiesNotes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company CALLON PETROLEUM COMPANY By: /s/ Xxxxxx X. Xxxxxxxx NameAcxxxxxx and Agreed to: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenMORGAN KEEGAN & COMPANY, INC. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Notes received in exchange for securities Notes where such securities New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year on the 45th day after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Notes for its own account in exchange for securitiesNotes, where such securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Notes. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Southern Peru Copper Corporation By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse UBS Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director By: UBS Securities LLC By: Name: Title: By: Name: Title: For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held for its own account by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Synovus Financial Corp. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx ---------------------------- Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Chief Financial Officer Senior V.P. The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Banc of America Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets /s/ Xxxx Xxxxx ------------------------------ Name: Xxxx Xxxxx Title: Principal Xxxxxxx Xxxxx Xxxxxx Inc. By: /s/ Xxxx X. XxxXxxxxx Xxxxxxx XxXxxxx ------------------------------ Name: Xxxx X. XxxXxxxxx Xxxxxxx XxXxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Western Resources, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Paul R. Geist -------------------------------------------- Name: Xxxxxx X. Xxxxxxxx Paul R. Geist Title: Chief Financial Officer Financiax Xxxxxxx xxx Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. SALOMON SMITH BARNEY INC. J.P. MORGAN SECURITIES INC. BNY CAPITAL MARXXXX, XXX. By: Citigroup Global Markets Inc. SALOMON SXXXX XXXXXX INC. By: /s/ Xxxx Arthur H. Tildesley, Jr. -------------------------------------------- Xxxx: Xxxxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Tildesley, Jr. Title: Managing Director For themselves itself and the other several Initial xxx xxxxx xxxxxxx Xxxxxal Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: LAZARD GROUP LLC, by /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year six months after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AIRCASTLE LIMITED By: /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Operating Officer, General Counsel and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxx X. XxxXxxxxx Xxxxx Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxx Title: Managing Director Vice President For themselves and the other several Initial Purchasers named in Schedule I I-A to the Purchase Agreement. Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusProspectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, it they will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial PurchasersDealer Managers. Very truly yours, Citizens Communications Company L BRANDS, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxxXxxxxx Xxxxxxx Name: Xxxx X. XxxXxxxxx Xxxxxxx Title: Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year six months after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.. ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company and the several Initial PurchasersPurchaser. Very truly yours, Citizens Communications Company POLYONE CORPORATION By: /s/ W. Dxxxx Xxxxxx X. Xxxxxxxx Name: W. Dxxxx Xxxxxx X. Xxxxxxxx Title: Senior Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. MXXXXX SXXXXXX & CO. INCORPORATED By: /s/ Xxxx Kxxxx X. XxxXxxxxx Xxxxxxx Name: Xxxx Kxxxx X. XxxXxxxxx Xxxxxxx Title: Managing Executive Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution.”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities Securi- ties or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yoursNRG ENERGY, Citizens Communications Company ByINC. by: /s/ Xxxxxx XXXXXXX X. Xxxxxxxx XXXXX --------------------- Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Executive V.P. and CFO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. BySALOMON BROTHERS INC ABN AMRO CHICAGO CORPORATION CHASE SECURITIES INC. by: Citigroup Global Markets Inc. BySALOMON BROTHERS INC by: /s/ Xxxx /s/XXXXX X. XxxXxxxxx KIND ---------------- Name: Xxxx Xxxxx X. XxxXxxxxx Kind Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration date90th day following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company XXXX XXXXXXX & CO., By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxx, Xx. Name: Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxxxxxx, Xx. Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxx X. XxxXxxxxx XxXxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves itself and the other several Initial Euro Notes Purchasers named in Schedule I to the Purchase Agreement. The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC By: Xxxxxx X. Xxxxx Name: Title: For itself and the other several Dollar Notes Purchasers named in Schedule II to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company Company, the Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, Citizens Communications Company AVIALL, INC. By: /s/ Xxxxxx XXXXX X. Xxxxxxxx XXXXX ---------------------------- Name: Xxxxxx Xxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS: AVIALL SERVICES, INC. AVIALL PRODUCT REPAIR SERVICES, INC. AVIALL JAPAN LIMITED INVENTORY LOCATOR SERVICE, LLC INVENTORY LOCATOR SERVICE-UK, INC. By: /s/ XXXXXXX X. XXXXXX -------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC X.X. Xxxxxx Securities Inc. WACHOVIA SECURITIES, LLC By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx XXXXXXX X. XxxXxxxxx XXXXXX -------------------------------- Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new exchange securities for its own account pursuant to the Exchange Offer exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new these exchange securities. The Letter letter of Transmittal transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Under existing interpretations of the SEC, this prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new exchange securities received in exchange for securities where such those securities were acquired by such this broker-dealer as a result of market-making activities or other trading activities. The Company has SEC may change these interpretations at any time. We have agreed that, starting on that until the earlier of (i) the close of business 180 days after the expiration date and ending (ii) the date on the close of business one year after the expiration datewhich all broker-dealers have sold all exchange securities, it we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new exchange securities for its own account in exchange for securities, where such those securities were acquired by such this broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new those exchange securities. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives exchange securities for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these exchange securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange securities received in exchange for securities where those securities were acquired as a result of market-making activities or other trading activities. We and the subsidiary guarantors have agreed that, until the earlier of (i) the close of business 180 days after the expiration date and (ii) the date on which all broker-dealers have sold all exchange securities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, 200__, all dealers effecting transactions in the exchange securities may be required to deliver a prospectus. We will not receive any proceeds from any sale of exchange securities by broker-dealers. Exchange securities received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange securities. Any broker-dealer that resells exchange securities that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of exchange securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Until the earlier of (i) the close of business 180 days after the expiration date and (ii) the date on which all broker-dealers have sold all exchange securities, we and the subsidiary guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: Wilmington Trust Corporation, by /s/ Xxxxx X. Xxxxxx X. Xxxxxxxx -------------------- Name: Xxxxx X. Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Xxxxxxx Xxxxx Barney Inc. Credit Suisse Sandler X'Xxxxx & Partners, L.P. FTN Financial Securities (USA) LLC X.X. Xxxxxx Securities Corp. Xxxxx, Xxxxxxxx & Xxxxx, Inc. By: Citigroup Global Markets Xxxxxxx Xxxxx Barney Inc. By: by /s/ Xxxxx Xxxx X. XxxXxxxxx -------------- Name: Xxxxx Xxxx X. XxxXxxxxx Title: Managing Director Vice President For themselves and the other several Initial Purchasers named in Schedule I II to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [signature page follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company COMMONWEALTH EDISON COMPANY By: /s/ Xxxxxx X. Xxxxxxxx ------------------------ Name: Xxxxxx X. Xxxxxxxx ---------------------- Title: Chief Financial Officer --------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC XXXXXXX XXXXX BARNEY INC. X.X. Xxxxxx Securities Inc. XXXXXX SECURITIES INC. By: Citigroup Global Markets Inc. XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxx X. XxxXxxxxx ------------------------------- Name: Xxxx X. XxxXxxxxx ----------------------------- Title: Managing Director ---------------------------- For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or ------------------------------------ approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign the Guarantors and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx GLENOIT CORPORATION, by ------------------------------------ Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTORS: GLENOIT XXXXX, INC., by ------------------------------------ Name: Title: GLENOIT ASSETS CORP., by ------------------------------------- Name: Title: TARBORO PROPERTIES, LTD., by ------------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx SALOMON BROTHERS INC CIBC WOOD GUNDY SECURITIES CORP. by SALOMON BROTHERS INC by ------------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration date180th day following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-broker- dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities New Notes or New Securities Exchange Notes is required hereunder, Securities New Notes or New SecuritiesExchange Notes, as applicable, held by the Company or any of its Affiliates (other than subsequent Holders of Securities New Notes or New Securities Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities New Notes or New SecuritiesExchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial PurchasersDealer Managers. Very truly yours, Citizens Communications Company By: Xxxx Corporation By /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse By: Banc of America Securities (USA) LLC X.X. Xxxxxx Securities Inc. as Dealer Manager By /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Principal By: Citigroup Global Markets Inc. as Dealer Manager By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: Wachovia Capital Markets, LLC as Dealer Manager By /s/ Xxxx Xxxxxx X. XxxXxxxxx Nais Name: Xxxx Xxxxxx X. XxxXxxxxx Nais Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities Exchange Notes received in exchange for securities New Notes where such securities New Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each brokerBroker-dealer Dealer that receives new securities Exchange Notes for its own account in exchange for securitiesNew Notes, where such securities New Notes were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Jabil Circuit, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Forbes X.X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxx Forbes X.X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: By /s/ Xxxx X. XxxXxxxxx Xxxxx Xxxxxx Name: Xxxx X. XxxXxxxxx Xxxxx Xxxxxx Title: Managing Executive Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company North Atlantic Holding Company, Inc. By: /s/ Xxxxxx /S/ XXXXXX X. Xxxxxxxx XXXXX, XX. Name: Xxxxxx X. Xxxxxxxx Xxxxx, Xx. Title: Chief Financial Officer Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxxXxxxxx XXXXXX XXXXXXX Name: Xxxx X. XxxXxxxxx Xxxxxx Xxxxxxx Title: Vice President RBC CAPITAL MARKETS CORPORATION By: /s/ Illegible Name: Illegible Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it they will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement between the Company and among the several Initial PurchasersPurchasers and the Company in accordance with its terms. Very truly yours, Citizens Communications Company XXXXX XXXXXXX NATURAL GAS CORP. By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxxx ------------------------------ Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer 20 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. SALOMON BROTHERS INC CHASE SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED NATIONSBANC XXXXXXXXXX SECURITIES, INC. XXXXXXX XXXXX SECURITIES INC. By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxxxx X. Xxxx X. XxxXxxxxx --------------------- Name: Xxxxxx X. Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Associate ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration date180th day following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”."

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company VINTAGE PETROLEUM, INC. By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) WARBURG DILLON READ LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. WARBURG DILLON READ LLC By: /s/ Xxxxxxx Xx By: /s/ Xxxx X. XxxXxxxxx Xxxxxxxx ----------------------------- ------------------------ Name: Xxxxxxx Xx Name: Xxxx X. XxxXxxxxx Xxxxxxxx Title: Managing Executive Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Title: Executive Director ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company QWEST COMMUNICATIONS INTERNATIONAL INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. Accepted in New York, New York March 31, 1997 SALOMON BROTHERS INC By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Annex A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration datefirst anniversary of the Expiration Date, it will make this Prospectus available to any broker- dealer for use in connection with any such resale. See "Plan of Distribution" in the Exchange Offer Registration Statement. ANNEX B Annex B Each broker-dealer who holds Securities for its own account acquired as a result of marketmaking activities or other trading activities and who receives New Securities pursuant to a Registered Exchange Offer may be deemed to be an "underwriter" within the meaning of he Securities Act of 1933, as amended, and must acknowledge that it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any sale or transfer of the New Securities covered by the Prospectus or any amendment or supplement thereto. See "Plan of Distribution" in the Exchange Offer Registration Statement. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. See “Plan In addition, until ______, 1997, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Distribution”New Securities by broker-dealers. Each New Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that receives new securities resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in exchange for securities, where a distribution of such securities were acquired New Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such broker-dealer as a result persons may be deemed to be underwriting compensation under the Securities Act. The Letter of market-making activities or other trading activities, must acknowledge Transmittal states that by acknowledging that it will deliver and by delivering a prospectus prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 1 year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in connection the letter of transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. The Company has not entered into any arrangements or understandings with any resale person to distribute the New Securities to be received in the Exchange Offer. ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Number of such new securities. See “Plan of Distribution”.copies: -----------------------------------------------------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXX SECURITIES INC. as Representatives of the several Purchasers By: Citigroup Global Markets Inc. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx X. XxxXxxxxx Xxxxxxxx Xxxxxx Name: Xxxx X. XxxXxxxxx Xxxxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I A to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. ANNEX E AMERICAN TOWER CORPORATION INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] The Depositary Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the American Tower Corporation (the “Company”) 7.25% Senior Notes due 2019 issued on June 10, 2009 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact American Tower Corporation, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: General Counsel. AMERICAN TOWER CORPORATION (Notice of Registration Statement and Selling Securityholder Questionnaire (Date) Pursuant to the American Tower Corporation Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.25% Senior Notes due 2019 issued on June 10, 2009 (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company THE XXXXXX COMPANIES, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx Title: Chief Financial Officer Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. KeyBanc Capital Markets, a division of McDonald Investments, Inc. By: Citigroup Global Markets Inc. By: By /s/ Xxxx Xxxxx X. XxxXxxxxx Xxxxxxx Name: Xxxx Xxxxx X. XxxXxxxxx Xxxxxxx Title: Managing Director Director, Investment Banking For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company COVENTRY HEALTH CARE, INC. By: /s/ Xxxxxx X. Xxxxxxxx Dale B. Wolf ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Dale B. Wolf Title: Chief Financial Officer Executxxx Xxxx Xxxsident The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. BySALOMON SMITH BARNEY INC. GOLDMAN, SACHS & CO. LEHMAN BROTHERS INC. CXXX XXXXX XXXKETS CORP. Bx: Citigroup Global Markets Inc. XXXOMXX XXITH BARXXX XXC. By: /s/ Xxxx X. XxxXxxxxx Kevin M. Sisson ----------------------------- Name: Xxxx X. XxxXxxxxx TitleKevin M. Xxxxxx Xxxxe: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Vice President ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchasers have been sold pursuant hereto, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”."

Securities Held by the Company, etc. Whenever the consent or approval ----------------------------------- of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Sprint Corporation by -------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Sprint Capital Corporation by -------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Bank of America Securities (USA) LLC X.X. Xxxxxx Securities Brothers Inc. By: Citigroup Global Markets Inc. Banc of America Securities LLC by ----------------------- Name: Title: By: /s/ Xxxx X. XxxXxxxxx Xxxxxx Brothers Inc. by ----------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. . ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. ". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company CUMMINS INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Vice President - Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC XXXXXXX XXXXX XXXXXX INC. X.X. Xxxxxx Securities Inc. XXXXXX SECURITIES INC. By: Citigroup Global Markets Inc. XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxx X. XxxXxxxxx Xxxxxxx Xxxxxxx Xxxxx ------------------------------- Name: Xxxx X. XxxXxxxxx Xxxxxxx Xxxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXX SECURITIES INC. as Representatives of the several Purchasers By: Citigroup Global Markets Inc. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx X. XxxXxxxxx Xxxxxxxx Xxxxxx Name: Xxxx X. XxxXxxxxx Xxxxxxxx Xxxxxx Title: Director X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I A to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company NUEVO ENERGY COMPANY By: /s/ Xxxxxx ROBEXX X. Xxxxxxxx XXXX -------------------------------- Name: Xxxxxx Robexx X. Xxxxxxxx Xxxx Title: Senior Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) Accepted in New York, New York August 20, 1999 -------------- BANC OF AMERICA SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Andrxx X. Xxxx X. XxxXxxxxx ------------------------------ Name: Andrxx X. Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase AgreementSALOXXX XXXXX XXXNXX XXX. By: /s/ Michxxx Xxxxxx ------------------------------ Name: Michxxx Xxxxxx Title: Vice President Annex A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date if required under applicable securities laws and ending on the close of business one year after the expiration dateupon prior written request, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resaleresale for a period of 90 days after the consummation of the Exchange Offer. See “"Plan of Distribution”. ." Annex B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the consummation of the Exchange Offer, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale, if required under applicable securities laws and upon prior written request. In addition, until ______________, all dealers effecting transactions in the New Securities may be required to deliver a prospectus.* The Company will not receive any proceeds from any sale of New Securities by broker-dealers. New Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of New Securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. For a period of 90 days after the consummation of the Exchange Offer, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] -------------------------- * In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer Prospectus. ANNEX D Rider A CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------- Address: -------------------------------------- --------------------------------------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company XCEL ENERGY INC. By: /s/ Xxxxxx X. Xxxxxxxx Bxxxxxxx G.X. Xxxxx III Name: Xxxxxx X. Xxxxxxxx Bxxxxxxx G.X. Xxxxx III Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director MCDONALD INVESTMENTS INC. UBS SECURITIES LLC For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. By: UBS SECURITIES LLC By: /s/ Cxxxx Xxxxxxxx Name: Cxxxx Xxxxxxxx Title: Executive Director By: /s/ Sxxxx Xxxxxxx Name: Sxxxx Xxxxxxx Title: Director Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 210 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Dated: February 4, 2004 Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Bxxxxxx X. Xxxxxx X. Xxxxxxxx Name: Bxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC X.X. Xxxxxx Securities Inc. as Representative of the several Purchasers By: Citigroup Global Markets Inc. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Kxxxxxx X. XxxXxxxxx Xxxxx Name: Xxxx X. XxxXxxxxx Kxxxxxx Xxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I A to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.. Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities the Common Stock issuable upon conversion thereof is required hereunder, Securities or New Securities, as applicable, the Common Stock issued upon conversion thereof held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities the Common Stock issued upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx DOUBLECLICK INC. _____________________________________ Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director XXXXXXX XXXXX XXXXXX INC. BT XXXX.XXXXX INCORPORATED XXXXXXXXX, XXXXXX & XXXXXXXX SECURITIES CORPORATION For themselves and the other several Initial Purchasers Purchases named in Schedule I to the Purchase Agreement BY: XXXXXXX XXXXX XXXXXX INC. By: Name: Title: EXHIBIT A DoubleClick Inc. Notice of Registration Statement and Selling Securityholder Questionnaire Reference is hereby made to the Registration Agreement (the "Registration Agreement") between DoubleClick Inc., a Delaware corporation (the "Company"), and the Initial Purchasers named therein. Pursuant to the Registration Agreement, the Company has filed or will file with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 4.75% Convertible Subordinated Notes due 2006 (the "Securities"), and the shares of the Company's common stock, par value $.001 per share (the "Common Stock"), issuable upon conversion thereof. A copy of the Registration Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Agreement. Each broker-dealer that receives new securities for holder and beneficial owner of Transfer Restricted Securities is entitled to have its own account pursuant Transfer Restricted Securities included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale Company's counsel at the following address, for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]: [NAME AND ADDRESS OF COUNSEL]. Holders or beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer date (i) will not be deemed named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Restricted Securities, subject, however, to admit that it is an “underwriter” within the meaning Company's obligations under Section 2(b)(2) of the ActRegistration Agreement. This prospectus, as it may be amended or supplemented Certain legal consequences arise from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer being named as a result selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of market-making activities Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequences of being named or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer not being named as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus selling securityholder in connection with any resale of such new securities. See “Plan of Distribution”the Shelf Registration Statement and related Prospectus.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Genentech, Inc. By: /s/ Txxxxx X. Xxxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. Gxxxxxx, Sxxxx & Co. By: Citigroup Global Markets Inc. By: /s/ Xxxx Gxxxxx X. XxxXxxxxx Xxxxxxx, Xx. Name: Xxxx Gxxxxx X. XxxXxxxxx Xxxxxxx, Xx. Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. By: Gxxxxxx, Sachs & Co. By: /s/ Gxxxxxx, Sxxxx & Co. (Gxxxxxx, Sachs & Co.) Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year 90 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial PurchasersPurchaser. Very truly yours, Citizens Communications Company AIRCASTLE LIMITED By: /s/ Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Operating Officer, General Counsel and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusProspectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, it they will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus Prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company BANK OF AMERICA CORPORATION By: /s/ Xxxxxx AXX X. Xxxxxxxx XXXXXX Name: Axx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) : BANC OF AMERICA SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx LXXX XXXXX Name: Xxxx X. XxxXxxxxx Lxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Principal Each broker-dealer that receives new securities Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Exchange Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date hereof (the “Expiration Date”) and ending on the close of business one year after on the expiration dateday that is 180 days following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. PUBLIC SERVICE COMPANY OF COLORADO /S/ XXXXXXXX X.X. XXXXX III ------------------------------- Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer X.X. Xxxxx III Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. BANC ONE CAPITAL MARKETS, INC. By: Citigroup Global Markets Inc. /S/ XXXXX XXXXXXX --------------------------------------- Name: Xxxxx Xxxxxxx Title: Managing Director UBS WARBURG LLC By: /s/ Xxxx X. XxxXxxxxx /S/ XXXXXXXXXXX XXXXXXXX By: /S/ XXXX XXXXXXX --------------------------------------- --------------------------- Name: Xxxxxxxxxxx Xxxxxxxx Name: Xxxx X. XxxXxxxxx Xxxxxxx Title: Managing Executive Director Title: Associate Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 210 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company LILLY INDUSTRIES, INC. By: /s/ Xxxxxx Xxxx X. Xxxxxxxx Xxxxx -------------------------- Name: Xxxxxx Xxxx X. Xxxxxxxx Xxxxx Title: Vice President, Chief Financial Officer and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenwritten SALOMON BROTHERS INC XXXXXX BROTHERS INC. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXXXX & CO. INC. By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx E. Xxxxxx Xxxxxx ----------------------- Name: Xxxx X. XxxXxxxxx E. Xxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Associate ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date hereof (the "Expiration Date") and ending on the close of business one year after on the expiration datefirst anniversary of the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [signature page follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company EXELON GENERATION COMPANY, LLC By: EXELON VENTURES COMPANY, LLC, a Delaware limited liability company, as the Managing Member By: EXELON CORPORATION, a Pennsylvania corporation, as the Managing Member By: /s/ Xxxxxx X. J. Xxxxx Xxxxxxxx Name: Xxxxxx X. J. Xxxxx Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXXX XXXXX BARNEY INC. CREDIT SUISSE FIRST BOSTON CORPORATION BANC ONE CAPITAL MARKETS, INC. By: Citigroup Global Markets Inc. XXXXXXX XXXXX XXXXXX INC. By: /s/ Xxxx Xxxxx X. XxxXxxxxx Xxxxx Name: Xxxx Xxxxx X. XxxXxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” : within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company Company, any of the Guarantors or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMC ENTERTAINMENT INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer Guarantors Listed on Schedule I to This Agreement, as Guarantors By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase AgreementAMC CARD PROCESSING SERVICES, INC. AMC CONCESSIONAIRE SERVICES OF FLORIDA, LLC AMC ITD, INC. AMC LICENSE SERVICES, INC. AMERICAN MULTI-CINEMA, INC. CLUB CINEMA OF XXXXX, INC. LOEWS CITYWALK THEATRE CORPORATION XXXXX AMC RELEASING, LLC Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial PurchasersPlacement Agents. Very truly yours, Citizens Communications Company KANSAS CITY SOUTHERN de MÉXICO, S.A. de C.V. By: /s/ Xxxxxx Pxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxx Pxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: Chief Financial Officer Attorney-in-Fact The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Banc of America Securities LLC Mxxxxx Sxxxxxx & Co. Incorporated BBVA Securities, Inc. BMO Capital Markets Inc. Credit Suisse Securities Corp. Scotia Capital (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. Banc of America Securities LLC By: /s/ Xxxx X. XxxXxxxxx Bxx Xxxxxxx Name: Xxxx X. XxxXxxxxx Bxx Xxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. By: Mxxxxx Sxxxxxx & Co. Incorporated By: /s/ Txxx Xxxxxxxx Name: Txxx Xxxxxxxx Title: Managing Director Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx BOYD XXXING CORPORATION, by ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) SALOMON BROTHERS INC UBS SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx CIBC WOOD GUNDY SECURITIES CORP. by SALOMON BROTHERS INC, by ------------------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves The foregoing Agreement is hereby confirmed and accepted as of the other several Initial Purchasers named in Schedule I to the Purchase Agreementdate first above written. SALOMON BROTHERS INC UBS SECURITIES LLC CIBC WOOD GUNDY SECURITIES CORP. by SALOMON BROTHERS INC, by /s/DAVIX X. ------------------------------- Name: Davix X. Title: Vice President ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration date180th day following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company MARQUEE HOLDINGS INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxx ----------------------- Name: Xxxxxx X. Xxxxxxxx Xxxx Title: Chief Financial Officer President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXX SECURITIES, FOR ITSELF AND ON BEHALF OF THE OTHER INITIAL PURCHASERS By: /s/ Xxxxxx Xxxx X. XxxXxxxxx --------------- Name: Xxxxxx Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Vice President ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” : within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company Company, the Guarantors and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company NABORS HOLDINGS 1, ULC By: /s/ Xxxxx X. Xxxx ---------------------------------- Name: Xxxxx X. Xxxx Title: President NABORS INDUSTRIES LTD. By: /s/ Xxxxxx X. Xxxxxxxx XxXxxxxxx ---------------------------------- Name: Xxxxxx XxXxxxxxx Title: Vice President and Corporate Secretary Signed in St. Xxxxxxx, Barbados NABORS INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxxx Title: President and Chief Financial Operating Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXX BROTHERS INC. By: /s/ Xxxxxxx Xxxx X. XxxXxxxxx ----------------------------------- Name: Xxxxxxx Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, or such shorter period as will terminate when all New Securities held by Exchanging Dealers or Initial Purchaser have been sold pursuant hereto, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each Furthermore, any broker-dealer that acquired any of the old notes directly from us: - may not rely on the applicable interpretation of the staff of the SEC's position contained in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991),), as interpreted in the Commission's letter to Xxxxxxxx & Xxxxxxxx dated July 2, 1993 and similar no-action letters; and - must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a comply with the registration and prospectus delivery requirements of the Securities Act in connection with any offer, resale or other transfer of such New Securities, including information with respect to any selling holder required by the Securities Act in connection with the resale of such new securitiesthe New Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval ----------------------------------- of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation Xxxxxxx Xxxxx Xxxxxx Inc. Credit Suisse Deutsche Banc Xxxx. Xxxxx Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Brothers Inc. TD Securities (USA) Inc. BNY Capital Markets, Inc. Chase Securities Inc. RBC Dominion Securities Corporation Scotia Capital (USA) Inc. Banc of America Securities LLC X.X. BMO Xxxxxxx Xxxxx Inc. Credit Lyonnais Securities (USA) Inc. McDonald Investments Inc. Xxxxxx Xxxxxx Partners LLC By: Xxxxxxxxx, Lufkin, Xxxxxxxx Securities Corporation By: ----------------------- Name: Title: - and- By: Xxxxxxx Xxxxx Xxxxxx Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx ----------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement and the Reallocation Purchasers named in and Annex I of the Letter Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” : within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [signature page follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company COMMONWEALTH EDISON COMPANY By: /s/ Xxxxxx X. Xxxxxxxx ------------------------ Name: Xxxxxx X. Xxxxxxxx ---------------------- Title: Chief Financial Officer --------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities BARCLAYS CAPITAL INC. FIRST UNION SECURITIES, INC. By: Barclays Capital Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx ---------------------------- Name: Xxxx X. XxxXxxxxx -------------------------- Title: Managing Director ------------------------- For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company Company, the Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, Citizens Communications Company Building Materials Corporation of America By: /s/ Xxxxxx X. Xxxxxxxx John M. Maitner ------------------------------------------ Name: Xxxxxx X. Xxxxxxxx John M. Maitner Title: Chief Financial Officer Vice Presidenx xxx Xxxxxxxxx BMCA Insulation Products Inc. BMCA Quakertown Inc. Building Materials Investment Corporation Building Materials Manufacturing Corporation Ductwork Manufacturing Corporation GAF Leatherback Corp. GAF Materials Corporation (Canada) GAF Premium Products Inc. GAF Real Properties, Inc. GAFTECH Corporation LL Building Products Inc. Pequannock Valley Claim Service Company, Inc. South Ponca Realty Corp. Wind Gap Real Property Acquisition Corp., By: /s/ John M. Maitner ------------------------------------------ Name: John M. Maitner Title: Vice Presidenx xxx Xxxxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Deutsche Bank Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Michael S. Weis -------------------------- Name: Xxxx X. XxxXxxxxx TitleMichael S. Weis Xxxxx: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Xxce President ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has and the Subsidiary Guarantors have agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date (or such shorter period during which Participating Broker-Dealers (as defined herein) are required by law to deliver such prospectus), it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”."

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxx X. XxxXxxxxx Xxxxxx Name: Xxxx Xxxxx X. XxxXxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, ______, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of one year after the expiration date, the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Address:

Securities Held by the Company, etc. Whenever the consent or ------------------------------------ approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Xxxx Xxxxxxx & Co. by -------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Xxxxxxx Xxxxx Xxxxxx Inc. Banc of America Securities LLC Scotia Capital (USA) Inc. Credit Suisse Securities (USA) LLC First Boston Corp. X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Fleet Securities, Inc. SunTrust Capital Markets, Inc. By: /s/ Xxxx X. XxxXxxxxx Xxxxxxx Xxxxx Xxxxxx Inc. by ---------------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities Debentures or New Securities Exchange Debentures is required hereunder, Securities Debentures or New SecuritiesExchange Debentures, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities Debentures or New Securities Exchange Debentures if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities Debentures or New SecuritiesExchange Debentures) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company ByTHE SHERXXX-XXXXXXXX XXXPANY, by: /s/ Xxxxxx Larrx X. Xxxxxxxx Xxxxxxx ------------------------------ Name: Xxxxxx Larrx X. Xxxxxxxx Xxxxxxx Title: Senior Vice President- Finance, Treasurer and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted Accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. Byhereof SALOMON BROTHERS INC by: /s/ Xxxx Thomxx X. XxxXxxxxx Xxxxx ---------------------------- Name: Xxxx Thomxx X. XxxXxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Associate Annex A ------- Each broker-dealer that receives new securities Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new securitiesExchange Debentures. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Debentures received in exchange for securities where such securities were Debentures acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”". Annex X ------- Each broker-dealer that receives new securities Exchange Debentures for its own account in exchange for securitiesDebentures, where such securities Debentures were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new securitiesExchange Debentures. See “"Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent ------------------------------------ or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Levi Xxxxxxx & Co. by -------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Xxxxxxx Xxxxx Barney Inc. Credit Suisse Banc of America Securities LLC Scotia Capital (USA) LLC X.X. Xxxxxx Inc. Chase Securities Inc. Banc One Capital Markets, Inc By: Citigroup Global Markets Xxxxxxx Xxxxx Xxxxxx Inc. By: /s/ Xxxx X. XxxXxxxxx by ----------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company NUEVO ENERGY COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenNUEVO ENERGY COMPANY Accepted in New York, New York June 8, 1998 SALOMON BROTHERS INC X.X. XXXXXX SECURITIES INC. Citigroup Global Markets Inc. Credit Suisse Securities (USA) NATIONSBANC XXXXXXXXXX SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director SALOMON BROTHERS INC. For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Agreement Annex A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date if required under applicable securities laws and ending on the close of business one year after the expiration dateupon prior written request, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resaleresale for a period of 90 days after the consummation of the Exchange Offer. See “"Plan of Distribution”. ." Annex B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Allergan, Inc. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------------- Title: :Executive Vice President, --------------------------------- Finance and Business Development, --------------------------------- Chief Financial Officer --------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. Xxxxxxx, Sachs & Co. By: Citigroup Global Markets Inc. By: Xxxxxx Xxxxxxx & Co. Incorporated By /s/ Xxxx X. XxxXxxxxx Xxxxxxx Xxxxx ---------------------------------- Name: Xxxx X. XxxXxxxxx Xxxxxxx Xxxxx ------------------------------- Title: Managing Executive Director ------------------------------ For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or ------------------------------------ approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Levi Xxxxxxx & Co. by -------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Xxxxxxx Xxxxx Barney Inc. Banc of America Securities LLC Scotia Capital (USA) Inc. Credit Suisse Securities (USA) LLC First Boston Corp. X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Fleet Securities, Inc. By: /s/ Xxxx X. XxxXxxxxx Xxxxxxx Xxxxx Barney Inc. by ----------------------- Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company Company, Parent Guarantor and the several Initial PurchasersDealer Managers. Very truly yours, Citizens Communications Company XXXXXX’X OPERATING COMPANY, INC. By: /s/ Xxxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxxxx Title: Chief Financial Officer Senior Vice President CFO & Treasurer XXXXXX’X ENTERTAINMENT, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CFO & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC as Lead Dealer Manager X.X. Xxxxxx Securities Securities, Inc. as Joint Dealer Manager By: Citigroup Global Markets Inc. By: By /s/ Xxxx X. XxxXxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxx X. XxxXxxxxx Xxxxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company Company, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company Company, the Guarantors and the several Initial PurchasersPurchaser. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. Secretary By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Secretary By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President, Treasurer and Secretary Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close for a period of business one year 90 days after the expiration datedate of this prospectus, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.” Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the new securities may be required to deliver a prospectus. To the extent any such broker-dealer participates in the Exchange Offer, the Company has agreed that, for a period of 90 days after the date of this prospectus, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Address:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company METROMEDIA FIBER NETWORK, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: President, Chief Financial Operating Officer and Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXXX XXXXX XXXXXX INC. XXXXX SECURITIES INC. DEUTSCHE BANK SECURITIES INC. XXXXXXXXX, LUFKIN & XXXXXXXX SECURITIES CORPORATION. By: Citigroup Global Markets Inc. XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxx Xxxxxx X. XxxXxxxxx Xxxxxxx ------------------------------------ Name: Xxxx Xxxxxx X. XxxXxxxxx Xxxxxxx Title: Managing Director Vice President For themselves and the other several Initial Purchasers named in Schedule I to the Purchase AgreementPurchasers. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange ex change for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, that starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon this letter and your acceptance shall represent instrument, along with all counterparts, will become a binding agreement between the Company and among the several Initial PurchasersPurchasers and the Company in accordance with its terms. Very truly yours, Citizens Communications Company SEACOR SMIT Inc. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx -------------------------- Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxx Title: Executive Vice President Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. SALOMON BROTHERS INC BEAR, XXXXXXX & CO. INC. CREDIT SUISSE FIRST BOSTON CORPORATION By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx Xxxxxx ----------------------- Name: Xxxx X. XxxXxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration date180th day following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company PUBLIC SERVICE COMPANY OF COLORADO By: /s/ Pxxx X. Xxxxxx X. Xxxxxxxx Name: Pxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Vice President & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) BANC OF AMERICA SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Lxxx Xxxxx Name: Xxxx X. XxxXxxxxx Lxxx Xxxxx Title: Principal SXXXXXX XXXXX BARNEY INC. By: /s/ Pxxxx Kind Name: Pxxxx Kind Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 210 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company Issuers, the Company, the Parent Guarantor and the several Initial Purchasers. Very truly yours, Citizens Communications Company CAESARS OPERATING ESCROW LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Secretary CAESARS ESCROW CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Secretary CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President, Deputy General Counsel and Corporate Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. XxxXxxxxx Xxx Xxxxx Name: Xxxx X. XxxXxxxxx Xxx Xxxxx Title: Managing Director For themselves itself and as Representative of the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company Issuers, the Company, the Parent Guarantor and the several Initial Purchasers. Very truly yours, Citizens Communications Company CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxx XXXXXXX X. Xxxxxxxx XXXXX Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Senior Vice President, Deputy General Counsel and Corporate Secretary CAESARS ESCROW CORPORATION By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Secretary CAESARS ENTERTAINMENT CORPORATION By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Senior Vice President, Deputy General Counsel and Corporate Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxxXxxxxx XXXXXXX XXXXX Name: Xxxx X. XxxXxxxxx Xxxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held for its own account by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Synovus Financial Corp. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx ---------------------- Name: Xxxxxx X. Xxxxxxxx Xxxxxx Title: Chief Financial Officer Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Banc of America Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: /s/ Xxxx Xxxxx ----------------------- Name: Xxxx Xxxxx Title: Principal Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxx X. XxxXxxxxx ----------------------- Name: Xxxxxx Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. X.X. Xxxxxx Securities Inc. By: /s/ Xxxxxx Xxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxx Title: Vice President ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If 29 29 Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx THE DII GROUP, INC. by -------------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx SALOMON BROTHERS INC DONAXXXXX, XXFKXX & XENRXXXX XXXURITIES CORPORATION BT ALEX. BROWX XXXORPORATED by SALOMON BROTHERS INC by ------------------------------------ Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. 30 ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date hereof (the "Expiration Date") and ending on the close of business one year on the 180th day after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." 31 ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." 32 ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business on the 180th day after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(*) The Company will not receive any proceeds from any sale of New Securities by broker-dealers. New Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may __________________________________

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company Company, the Guarantors and the several Initial Purchasers. Very truly yours, Citizens Communications Company TALECRIS BIOTHERAPEUTICS HOLDINGS CORP. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer TALECRIS BIOTHERAPEUTICS, INC. By: /s/ Xxxxxxxx Xxxxx Name: Title: TALECRIS PLASMA RESOURCES INC. By: /s/ Xxxxxxxx Xxxxx Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Incorporated Citigroup Global Markets Inc. Credit Suisse Securities (USA) Xxxxxxx, Sachs & Co. Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close earlier of business one year after (i) the 90th day following the expiration datedate (or such longer period extended on a day-for-day basis if the company restricts the use of the prospectus during such period) and (ii) such time as no broker-dealer holds any new securities resale of which requires compliance with the prospectus delivery requirements of the Act, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company POLYONE CORPORATION By: /s/ W. Xxxxx Xxxxxx X. Xxxxxxxx ---------------------------------- Name: W. Xxxxx Xxxxxx X. Xxxxxxxx Title: Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXXX XXXXX XXXXXX INC. DEUTSCHE BANK SECURITIES INC. As Representatives of the Initial Purchasers By: Citigroup Global Markets Inc. XXXXXXX XXXXX BARNEY INC. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Xxxxxx Xxxxxxxx --------------------------------- Xxxxxx Xxxxxxxx Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase AgreementPurchasers. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus, as amended or supplemented, available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”."

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company FEDERAL-MOGUL CORPORATION, By: /s/ Xxxxxx Davix X. Xxxxxxxx ----------------------- Name: Xxxxxx Title: Accepted in New York, New York April 23, 1997 SALOMON BROTHERS INC BEAR, STEAXXX & XO. INC. CHASE SECURITIES INC. By: SALOMON BROTHERS INC By: /s/ Jane X. Xxxxxxxx ----------------------- Name: Jane X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Associate ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration date(first anniversary of) the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." PLAN OF DISTRIBUTION Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of New Securities by broker-dealers. New Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of 1 year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Securities) other than commissions or concessions 25 of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] Rider A ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: -------------------------------- Address: ----------------------------- -----------------------------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Xxxxxxx International, Inc. By: /s/ Xxxxxx XXXXXXX X. Xxxxxxxx XXXXXX Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: President and Chief Financial Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: By /s/ Xxxx XXXXXXX X. XxxXxxxxx XXX Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxx Title: Managing Director By: X.X. Xxxxxx Securities Inc. By /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Vice President For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”". Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “"Plan of Distribution”". Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 200[ ] all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. For a period of one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Address:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company LEVI STXXXXX & CO., By: /s/ Laxxxx Xxxxxx X. Xxxxxxxx Name: Laxxxx Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Alxxxxxxx Xxxxxxxx Name: Xxxx X. XxxXxxxxx Alxxxxxxx Xxxxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year 180 days after the expiration date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company FORCENERGY INC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Stig Xxxxxxxxxxx Title: President and Chief Financial Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenAccepted in New York, New York February 11, 1997 SALOMON BROTHERS INC DONAXXXXX, XXFKXX & XENRXXXX SECURITIES CORPORATION GOLDXXX XXXHS & CO. Citigroup Global Markets Inc. Credit Suisse Securities LEHMXX XXXTHERS INC. ING BARING (USAU.S.) LLC X.X. Xxxxxx Securities Inc. SECURITIES, INC. By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx Franxxxx X. XxxXxxxxx XxXxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Vice President 17 ANNEX A Annex A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after on the expiration datefirst anniversary of the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." 18 ANNEX B Annex B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." 19 ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company USG CORPORATION By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC X.X. Xxxxxx Securities Inc. ByBY: Citigroup Global Markets Inc. By: CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxx Xxxxx X. XxxXxxxxx Xxxxxxxxx Name: Xxxx Xxxxx X. XxxXxxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer and Treasurer Dated: December 6, 2004 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC X.X. Xxxxxx Securities Inc. as Representative of the several Purchasers By: Citigroup Global Markets Inc. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx Xxxxxxx X. XxxXxxxxx Xxxxx Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I A to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”.. Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________________________ Address: _____________________________________ _____________________________________

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Southern Copper Corporation By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. 19 ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”". Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “"Plan of Distribution”". Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , , all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. For a period of one year after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Address:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the 21 Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Assurant, Inc. By: /s/ Xxxxxx X. Xxxxxxxx J. Kerry Clayton --------------------------- Name: Xxxxxx X. Xxxxxxxx J. Kerry Clayton Title: Chief Financial Officer Presixxxx xxx XXX The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Morgan Stanley & Co. Incorporated Banc One Capital Markets, Inc. By: Citigroup Global Xxxxxrxxx Xxxbal Markets Inc. By: By /s/ Xxxx X. XxxXxxxxx Kevin Deignan ----------------------------- Name: Xxxx X. XxxXxxxxx Kevin Dxxxxxx Title: Managing Director Vice President For themselves and the other several oxxxx xxxxxxx Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will shall not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date of consummation of the Registered Exchange Offer and ending on the close of business one year 180 days after the expiration datedate of consummation of the Registered Exchange Offer, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “"Plan of Distribution”." ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives new securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until __________, ______, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resells new securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Act. For a period of 180 days after the consummation of the Registered Exchange Offer, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the securities (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------ Address: ------------------------------

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of the principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMERICAN TOWER CORPORATION By: /s/ Xxxxxx XXXXXXX X. Xxxxxxxx XXXXXX Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer and Treasurer Dated: October 5, 2004 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC X.X. Xxxxxx Securities Inc. as Representative of the several Purchasers By: Citigroup Global Markets Inc. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxx XXXXXXX X. XxxXxxxxx XXXXX Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxx Title: Managing Director For themselves itself and the other several Initial Purchasers named in Schedule I A to the Purchase Agreement. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “Plan of Distribution”. Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “Plan of Distribution”. Each Broker-Dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until the date that is 180 days from Issue Date, all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has not made arrangements or understandings with any Person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. The Depositary Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the American Tower Corporation (the “Company”) 7.125% Senior Notes due 2012 (the “Securities”) are held. The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire. It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the enclosed documents to each beneficial owner that holds interest in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact American Tower Corporation, 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, Attention: General Counsel. Pursuant to the American Tower Corporation Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 7.125% Senior Notes due 2012 (the “Securities”). A copy of the Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Each beneficial owner of Transfer Restricted Securities (as defined below) is entitled to have the Transfer Restricted Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Transfer Restricted Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel of the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf and Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Transfer Securities. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Transfer Restricted Securities are advised to consult their own securities law counsel regarding the consequence of being name or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Company, please sign the Guarantor and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company THE LTV CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer LTV STEEL COMPANY, INC. By: --------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenwritten SALOMON BROTHERS INC CHASE SECURITIES INC. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. CREDIT SUISSE FIRST BOSTON CORPORATION By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx _______________________ Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has and the Guarantor have agreed that, starting on the expiration date hereof (the "Expiration Date") and ending on the close of business one year after on the expiration datefirst anniversary of the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or ------------------------------------ approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company VINTAGE PETROLEUM, INC. By: /s/ Xxxxxxx X. Xxxxxx X. Xxxxxxxx ----------------------------- Name: Xxxxxxx X. Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Executive Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. XXXXXX BROTHERS INC. By: Citigroup Global Markets Inc. XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxx --------------------------- Name: Xxxxx Xxxxxxxxx Title: Vice President BMO XXXXXXX XXXXX CORP. By: BMO XXXXXXX XXXXX CORP. By: /s/ Xxxx X. XxxXxxxxx Xxxxx --------------------------- Name: Xxxx X. XxxXxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company SOUTHWESTERN PUBLIC SERVICE COMPANY By: /s/ Xxxxxx X. /S/ Xxxxxxxx X.X. Xxxxx III --------------------------------- Name: Xxxxxx X. Xxxxxxxx X.X. Xxxxx III Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. CITIGROUP GLOBAL MARKETS INC. By: /S/ Xxxxx Xxxxx --------------------------------- Name: Xxxxx Xxxxx Title: Vice President CREDIT SUISSE FIRST BOSTON LLC By: /S/ Xxxxxxx Xxxxx --------------------------------- Name: Xxxxxxx Xxxxx Title: Vice President ANNEX A Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year 210 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”".

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities Notes or New Securities Exchange Notes is required hereunder, Securities Notes or New SecuritiesExchange Notes, as applicable, held by the Company or its Affiliates which control, or are controlled by, the Company (other than subsequent Holders of Securities Notes or New Securities Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities Notes or New SecuritiesExchange Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company XXXXXXX, S. DE X.X. DE C.V. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxxx Name: Xxxx Xxxxxxx X. XxxXxxxxx Xxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. The Letter of Transmittal Transmutai states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Notes received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each broker-dealer that receives new securities Exchange Notes for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Notes. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company STONE ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx MIKE XXXXX -------------------------- Name: Xxxxxx Michxxx X. Xxxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenwritten SALOMON BROTHERS INC CREDIT SUISSE FIRST BOSTON CORPORATION HOWARD, WEIL, LABOUISSE, FRIEXXXXXX XXXORPORATED MORGXX XXXNXXX & XO. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. INCORPORATED NATIONSBANC CAPITAL MARKETS, INC. By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx M. SCOTX XXX XXXXX --------------------------------- Name: Xxxx X. XxxXxxxxx M. Scotx Xxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Agreement ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date hereof (the "Expiration Date") and ending on the close of business one year 180 days after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company Jabil Circuit, Inc. By: /s/ Xxxxxx X. Xxxxxxxx Forbes X.X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxx Forbes X.X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. [ ] By: /s/ Xxxx X. XxxXxxxxx [ ] Name: Xxxx X. XxxXxxxxx [ ] Title: Managing Director [ ] By: /s/ [ ] Name: [ ] Title: Executive Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution.”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company Issuers, the Company, the Parent Guarantor and the several Initial Purchasers. Very truly yours, Citizens Communications Company CAESARS OPERATING ESCROW LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Chief Financial Officer Secretary CAESARS ESCROW CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Secretary CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President, Deputy General Counsel and Corporate Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. XxxXxxxxx Xxxxxx Xxxxxxxxxxx Name: Xxxx X. XxxXxxxxx Xxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”.

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between among the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company AMC Entertainment Inc. By: /s/ Xxxxxx X. Xxxxxxxx Peter C. Brown Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Peter C. Brown Xxxxx:Xx-Xxxxrman, President & CFO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. BySALOMON SMITH BARNEY INC. NATIONSBANC MONTGOMERY SECURITIES XXX Xx: Citigroup Global Markets Inc. BySALOMON SMITH BARNEY INC. Xx: /s/ Xxxx X. XxxXxxxxx /x/ David J. Wirdnam Name: Xxxx X. XxxXxxxxx David J. Wirdnax Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each brokerVice President ANNEX A Eacx Xxxxxx-dealer Dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” : within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Each brokerBroker-dealer Dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer Broker- Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding building agreement between among the Company and Company, the several Initial PurchasersPurchasers and Highland. Very truly yours, Citizens Communications Company HYPERION TELECOMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Daniel R. Milliard Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Xxxxxxxxx Xxx xoregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. SALOMON SMITH BARNEY INC. CHASE SECURITIES INC. FIRST UNION CAPITXX XXXXXXX XXRP. By: Citigroup Global Markets Inc. SALOMON SMITH BARNEY INC. By: /s/ Xxxx X. XxxXxxxxx Michael Anderson Name: Xxxx X. XxxXxxxxx Xxxxxxx Xxxxrxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Xxxxxxxx HIGHLAND HOXXXXXX Xx: /s/ Timothy J. Rigas its general partner ANNEX A Each brokerXxxxxx-dealer that Xxxxxx xxat receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a brokerBroker-dealer Dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a brokerBroker-dealer Dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities Securities were acquired by such brokerBroker-dealer Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date Expiration Date (as defined herein) and ending on the close of business one year after the expiration dateExpiration Date, it will make this prospectus Prospectus available to any brokerBroker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”."

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company XXXXXXX COMMUNICATIONS, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx -------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) Accepted in New York, New York January 30, 1998 SALOMON BROTHERS INC NATIONSBANC XXXXXXXXXX SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. SALOMON BROTHERS INC By: /s/ Xxxx X. XxxXxxxxx Xxxxxxxxxxx Xxxxxxx ------------------------------ Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Annex A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after on the expiration date180th day following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”". ANNEX B Annex B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”.". ANNEX C

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company ByGXXXXXXX CORPORATION, by: /s/ Xxxxxx X. Xxxxxxxx Hxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxx Hxxxxxxx Xxxxx Title: Chief Financial Officer Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) : BANC OF AMERICA SECURITIES LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. Byby: /s/ Xxxx Pxxxx X. XxxXxxxxx Xxxxxxx Name: Xxxx Pxxxx X. XxxXxxxxx Xxxxxxx Title: Vice President DEUTSCHE BANK SECURITIES INC. by: /s/ Pxxxx Xxxxxxxxx Name: Pxxxx Xxxxxxxxx Title: Director by: /s/ Cxxxxxxxxxx X. Xxxxxxx Name: Cxxxxxxxxxx X. Xxxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new securities Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities Exchange Securities received in exchange for securities Securities where such securities Exchange Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date hereof (the “Expiration Date”) and ending on the close of business one year after on the expiration dateday that is 180 days following the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. .” Each broker-dealer that receives new securities Exchange Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesExchange Securities. See “Plan of Distribution”.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date and ending on the close of business on the day that is 180 days following the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. */ The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of Exchange Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay certain expenses incident to the Exchange Offer (other than the expenses of counsel for the holders of the Securities) and commissions or concessions of any brokers or dealers) and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. */ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer Prospectus. o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between among the Company and the several Initial Purchasersyou. Very truly yours, Citizens Communications Company METALLURG HOLDINGS, INC. By: /s/ Xxxxxx /S/ XXXXXX X. Xxxxxxxx XXXXXXX ---------------------------------------- Name: Xxxxxx X. Xxxxxxxx Xxxxxxx Title: Chief Financial Officer Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenwritten BANCBOSTON SECURITIES INC. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx /S/ XXXXXXXX X. XxxXxxxxx XXXXXX --------------------------- Name: Xxxx Xxxxxxxx X. XxxXxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Act. This prospectusProspectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities New Securities received in exchange for securities Securities where such securities New Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date hereof (the "Expiration Date") and ending on the close of business one year after on the expiration datefirst anniversary of the Expiration Date, it will make this prospectus Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution”. ." ANNEX B Each broker-dealer that receives new securities New Securities for its own account in exchange for securitiesSecurities, where such securities Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securitiesNew Securities. See “"Plan of Distribution”." ANNEX C