Common use of Terms of Offering Clause in Contracts

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Pricing Disclosure Package and the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe to be (ia) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities ActAct (“QIBs”) (b) a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Accredited Investors”) that make certain representations or warranties to the Initial Purchasers as set forth in the Accredited Investor Letter attached as Annex A to the Offering Memorandum, or (iic) are not non-“U.S. persons” permitted to purchase the Notes in offshore transactions in reliance upon Regulation S under the Securities Act (“Regulation S Persons”). As used herein, “U.S. persons” (as defined has the meaning given to such term in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries each of the Company Company’s existing and future Domestic Subsidiaries (other than Immaterial Subsidiaries) shall fully and unconditionally guarantee, on a senior unsecured basis, guarantee to each holder of the Notes and the Trustee, on a senior secured basis, the payment and performance of the Company’s obligations Obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” ”). Pursuant to the terms of the Indenture, the Collateral Documents and the Intercreditor Agreement, the Notes and the Guarantees will be secured by a second priority security interest in substantially all of the Company’s and the Guarantors’ existing and future current assets (principally cash, cash equivalents, accounts receivable and inventory) and certain related assets, and by a first priority security interest in substantially all of the Company’s and the Guarantors’ other existing and future tangible and intangible assets, including a pledge of 65% of the capital stock of first tier Foreign Subsidiaries, subject to Permitted Prior Liens and, together with the Notesin each case, the “Securities”)excluding Excluded Assets. Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined)Date, in a form reasonably acceptable to the Initial Purchasers in conformity in all material respects with the description of such registration rights contained in the Pricing Disclosure Package and the Final Offering Memorandum. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to (i) file with the SEC (ai) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the 105/8% Senior Secured Notes due 2014 (the “Exchange Notes”) ), which shall be identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”)Purchasers. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in accordance with the terms of the Registration Rights Agreement. This Agreement, the Indenture, the Collateral Documents, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Guarantees, the Exchange Notes Guarantees (as defined below), the Credit Agreement and the Revolving Credit Facility, if executed on or before the Closing Date, Intercreditor Agreement are collectively referred to herein as the “Transaction Documents”.” The Offering, the entry into the Credit Agreement and the transactions contemplated hereby application of the proceeds therefrom as described in the Pricing Disclosure Package and thereby the Offering Memorandum and the issuance and sale of the Notes in accordance with this Agreement are collectively referred to herein as the “Transactions”.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBS"), or and (ii) are not “U.S. persons” (as defined persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 99.211% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 9_% Series B Senior Subordinated Notes due 2008 (the "SERIES B NOTES"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and the Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Guarantees and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, ----------------- Issuers that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of -------------- the Notes Series A Debentures purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBS"), or and (ii) are not “U.S. persons” (as defined persons permitted to ---- purchase the Series A Debentures in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons ---------------------- specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE -------- PURCHASERS"). Holders The Initial Purchasers will offer the Series A Debentures to ---------- Eligible Purchasers initially at a price equal to 52.175% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Debentures will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in ----------------------------- substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Debentures constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the ------------------------------ Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company Issuers will agreeagree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, among other things, to (i) file with the SEC (a) a registration ---------- statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating ------------------------------------- to notes the Issuers' new series of 13 3/8% Senior Discount Debentures due 2009 (the "SERIES B DEBENTURES"), to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Series A ------------------- Debentures (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") -------------- and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer ---------------------------- Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by ----------------------- certain holders of the Notes, (ii) Series A Debentures and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Debentures and the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern." -------------------

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIB'S"), or . The Initial Purchaser will offer the Notes to QIB's initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (iiincluding subsequent transferees) are not “U.S. persons” (as defined in Regulation S under of the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Securities constitute "RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (a) a registration statement the "COMMISSION"), under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstancescircumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”"REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes, (ii) Securities and to use all commercially reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”a) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, the Company shall cause all Domestic Restricted Subsidiaries direct and indirect future subsidiaries of the Company shall fully (each, a “Guarantor”), but not including any direct and indirect subsidiaries of the Company organized in the People’s Republic of China (“PRC”) unless a change in PRC law or official interpretation in PRC law permits such guarantees without government approval or registration, to irrevocably and unconditionally guaranteeguarantee to the Purchaser, on a senior unsecured basis, the Other Purchasers and to each holder of the Notes and the Trustee, Trustee the payment and performance of the Company’s obligations under the Indenture Notes on a senior secured unsubordinated basis (collectively, the “Guarantees”). (b) The Notes and the Notes Guarantees (each if any) will be secured by: (i) a perfected first-priority Lien on the debt service reserve account established by the Company with DB Trustees (Hong Kong) Limited (the “Debt Service Reserve Account”) pursuant to a charge over debt service reserve account to be dated as of the Closing Date among DB Trustees (Hong Kong) Limited, as the collateral agent (in such subsidiary being referred capacity, the “Reserve Account Collateral Agent”), and the Company, substantially in the form attached hereto as Exhibit C-1 (the “Reserve Account Charge”), (ii) a perfected first-priority Lien on all of the outstanding share capital of the Company pursuant to herein a share charge agreement to be dated as a of the Closing Date among DB Trustees (Hong Kong) Limited, as the collateral agent (in such capacity, the “Guarantor” Offshore Collateral Agent”), the Company and each of the existing shareholders of the Company, substantially in the form attached hereto as Exhibit C-2 (the “Offshore Share Charge Agreement”), and to the extent there are any future Guarantors, a perfected first-priority Lien on all of the outstanding share capital of the Guarantors (if any) pursuant to a share pledge agreement to be dated as of the Closing Date among the Offshore Collateral Agent, the Company and the applicable Guarantor, substantially in the form of the Offshore Share Charge Agreement, (iii) subject to the approval of the requisite Governmental Authority, a perfected Lien on all of the equity interests of the WFOE (as defined below) pursuant to a share pledge agreement between DB Trustees (Hong Kong) Limited, as the collateral agent (in such guarantee being referred capacity, the “Onshore Collateral Agent”) and the Company, substantially in the form attached hereto as Exhibit C-3 (the “Onshore Share Pledge Agreement”), and (iv) subject to herein the approval of the requisite Governmental Authority and only to the extent permissible and reasonably practicable, a perfected Lien on the loan receivables pursuant to any WFOE Shareholder Loan Agreement (as a defined below), if any, payable by the WFOE to the Company pursuant to an Assignment of Intercompany Loan to be dated as of the Closing Date between DB Trustees (Hong Kong) Limited, as the collateral agent (in such capacity, the “Guarantee” andNote Collateral Agent”, together with the NotesReserve Account Collateral Agent, the Offshore Collateral Agent and the Onshore Collateral Agent, the “SecuritiesCollateral Agents”) and the Company, substantially in the form attached hereto as Exhibit C-4 (the “Note Pledge Agreement”, together with the Reserve Account Charge, Offshore Share Charge Agreement and the Onshore Share Pledge Agreement, the “Security Documents”). Any shareholder loan agreement between the Company and the WFOE shall, subject to Section 5(j) below, be in substantially the form attached hereto as Exhibit C-5 (the “WFOE Shareholder Loan Agreement”). (c) The Units will be offered and sold to the Purchaser pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (the “Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act, the Units, the Warrant and the Warrant Shares shall bear the legends relating to the offer and the sale of the Units, the Warrant and the Warrant Shares as required by Regulation S under the Act or any other Applicable Law (as defined below) relating to the issuance of the Securities. (d) Holders of the Notes (including Subsequent Purchasers) Warrant Shares will have the registration rights set forth in the equity registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) to be dated the Closing Date among the Company, the Purchaser and the Other Purchasers, substantially in the form attached hereto as Exhibit A hereto, to be executed on and dated as of the Closing Date D. (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (ie) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, the Guarantees (if any), the Security Documents, the Warrant Agreement, the Registration Rights Agreement, the Notesaccount management agreement with respect to the Debt Service Reserve Account, in substantially the Guarantees, the Engagement Letter dated May 9, 2011 form attached hereto as Exhibit E (the “Engagement LetterAccount Management Agreement”), and the offshore escrow agreement with respect to the proceeds from the offer and sale of the Units (the “Proceeds”), in substantially the form attached hereto as Exhibit F (the “Offshore Escrow Agreement”) between the Company and the Initial Purchaserare, the Exchange Notescollectively, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents.”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (a limited number of other institutional "accredited investors," as defined in Regulation S Rule 501(a) (1), (2), (3) or (7) under the Securities Act) , that make certain representations and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant agreements to the IndentureCompany as set forth as Annex A to the Offering Circular (each, all Domestic Restricted Subsidiaries of the Company shall fully an "Accredited Institution", and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the NotesQIBs, the “Securities”"Eligible Purchasers"). Holders The Initial Purchaser will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes Registration Rights Agreement (the “"Registration Rights Agreement”") in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defineddefined below), in substantially the form of Exhibit A hereto, for so long as such Series A Notes constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 13% Series B First Mortgage Notes due 2005 With Contingent Interest (the "Series B Notes") to be offered in exchange for the Series A Notes and (the “Exchange Notes”ii) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Series A Notes, (ii) and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, consummate the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “TransactionsOffer.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, Issuer that the Initial Purchaser will make offers to sell (the “"Exempt Resales”") some or all of the Notes Units purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or and (ii) are not “U.S. persons” (as defined persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). The Initial Purchaser will offer the Units to Eligible Purchasers initially at a price equal to $970.00 per Unit. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Series A Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 13 1/2% Series B Senior Subordinated Notes due 2009 (the "Series B Notes"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and the Subsidiary Guarantees thereof (bthe "Series B Guarantees") under certain circumstances, and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially their reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. Holders (including subsequent transferees) of the Warrants and the Warrant Shares will have the rights set forth in the Warrant Agreement and the warrant registration rights agreement (the "Warrant Registration Rights Agreement"), and subject to be dated the Closing Date. Pursuant to the provisions contained therein. If required under the Warrant Registration Rights Agreement, the Company Holdings will issue Exchange Notes agree to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest grant to the holders of the Notes under certain circumstances Warrant Shares the right to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 require Holdings to file a shelf registration statement (the “Engagement Letter”"Warrant Registration Statement") between covering resales of the Company Warrants and Warrant Shares and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions exercise of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall governWarrants purchased pursuant to such Warrant Registration Statement and to use its reasonable best efforts to make such Warrant Registration Statement effective.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe are (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act) (“QIBs”), or and (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, The Notes will be guaranteed on a senior unsecured basis, to basis by each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under U.S. subsidiaries signatory hereto (the Indenture and the Notes (each “Guarantors”). The corresponding guarantees of such subsidiary being Guarantors are referred to herein as a the “Guarantor” and each such guarantee being referred to herein as a “GuaranteeGuarantees” and, together with the Notes, the “Securities”). .” Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the a registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Guarantees and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.”

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Series A Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe to be (ia) are “”qualified institutional buyers,” (“QIBs”) (as defined in Rule 144A under the Securities ActAct (“QIBs”), or (iib) are not “U.S. persons” (as defined persons permitted to purchase Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a “Regulation S Purchaser”) or (c) a limited number of institutional “accredited investors,” as defined in Rule 501(a)(1), (2), (3) or (7) under the Act that make certain representations and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant warranties to the Indenture, all Domestic Restricted Subsidiaries of Company as set forth in the Company shall fully and unconditionally guarantee, on a senior unsecured basis, Accredited Investor Letter (the “Accredited Investor Letter”) attached as Annex A to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Offering Circular (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “GuaranteeAccredited Investors” and, together with the NotesQIBs and Regulation S Purchasers, the “SecuritiesEligible Purchasers”). Holders of the Series A Notes (including Subsequent Purchaserssubsequent transferees) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined)Date. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to, among other things, the 107/8% Senior Secured Notes due 2011, Series B, of the Company (the “Series B Notes”), identical in all material respects to notes the Series A Notes, including with respect to the Guarantees thereof (except that the Series B Notes shall have been registered pursuant to such registration statement and not subject to the transfer restrictions), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Registered Exchange Offer”), and/or and (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Series A Notes, (ii) use all commercially reasonable efforts to cause . On the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights AgreementClosing Date, the Company Entities will issue Exchange Notes enter into certain security agreements, pledge agreements and other collateral documents (collectively, the “Security Documents”), that will provide for the grant of the Security Interests in the Collateral to the Initial Purchaser (Trustee, as collateral agent for the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to Trustee and the holders of the Notes (in such capacity, the “Secured Party”). The Security Interests will secure the payment and performance when due of all of the respective obligations of the Company Entities under certain circumstances the Indenture, the Notes and the Guarantees. In addition, on the Closing Date, the Company expects to enter into a new senior secured credit facility (the “New Credit Facility”). In connection with entering into the New Credit Facility, the Trustee and the lender under the New Credit Facility shall enter into an Intercreditor Agreement, to be set forth dated as of the Closing Date, in a form reasonably satisfactory to the Initial Purchasers, which form shall be attached as an exhibit to the Indenture (the “Intercreditor Agreement”). As described in the Registration Rights AgreementOffering Circular under “The Transactions,” proceeds from the issuance and sale of the Series A Notes, together with cash of the Company, will be used to consummate the acquisition (the “Acquisition”) by the Company and the Subsidiaries (as defined below) of substantially all of the assets of The Wornick Company, a Nevada corporation (the “Predecessor”), and its subsidiaries, pursuant to an Assets Purchase and Sale Contract, dated as of December 3, 2003 and amended as of May 4, 2004 (as so amended, the “Purchase and Sale Contract”). The Purchase and Sale Contract provides for the purchase by the Company and the Subsidiaries, and the sale by the Predecessor and its subsidiaries, of their business as a going concern, including substantially all of their operating assets, and the assumption of certain of the liabilities of the Predecessor and its subsidiaries. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the GuaranteesGuarantees and the Security Documents collectively are referred to herein as the “Operative Documents.” The Purchase and Sale Contract, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company New Credit Facility and the Initial Purchaser, Intercreditor Amendment together with the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Operative Documents collectively are collectively referred to herein as the “Transaction Documents”.” The transactions contemplated by the Transaction Documents, including, without limitation, the Offering and the application of the proceeds therefrom as described in the Offering Circular, the issuance and sale of the Notes in accordance with this Agreement, the creation, grant, recording and perfection of the Security Interests, and the transactions contemplated hereby and thereby initial borrowing (if any) under the New Credit Facility on the Closing Date, collectively are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.”

Terms of Offering. The Initial Purchaser has Purchasers have advised the CompanyIssuers, and the Company understandsIssuers understand, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Stage I Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indentureterms of the Stage I Collateral Agreements as defined under the caption “Description of the Stage I Notes” in the Final Offering Memorandum (the “Stage I Collateral Agreements”), until the consummation of the Acquisition and until Xxxxxx is required by the Stage I Indenture to pledge its assets (as described in the “Description of the Stage I Notes” section of the Final Offering Memorandum), all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture Stage I Securities and the Stage I Indenture will be secured by a pledge of the shares of Acquisition Co., the remaining cash proceeds deposited in the Escrow Account, if any, received in the Offering and Acquisition Co.’s rights under the Merger Agreement. Upon consummation of the Stage II Notes Exchange Redemption, all of the obligations under the Stage II Securities and the Existing Kratos Indenture will be secured by a lien and security interest in substantially all of the assets of Kratos and the Stage II Guarantors pursuant to the terms of the Stage II Collateral Agreements as defined under the caption “Description of the Stage II Notes” in the Final Offering Memorandum (each such subsidiary being referred to herein as a the “Guarantor” and each such guarantee being referred to herein as a “GuaranteeStage II Collateral Agreements” and, together with the NotesStage I Collateral Agreements, the “SecuritiesCollateral Agreements”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Stage I Notes and, if the Stage II Notes Exchange Redemption has been consummated, the Stage II Notes (the “Registration Rights Agreement”) ), which will be in a form to be agreed upon but to be substantially consistent with the form attached registration rights agreement entered into in connection with the issuance of the Existing Kratos Notes with such conforming changes as Exhibit A heretoare necessary to reflect the Registration Rights Agreement’s applicability to the Stage I Notes and the Stage II Notes, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company Issuers, Acquisition Co., the Stage II Guarantors (and following the execution and delivery of the joinder agreement thereto, Xxxxxx), will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Stage I Notes or, if the Stage II Notes Exchange Redemption has been consummated, the Stage II Notes, as applicable (the “Exchange Notes”) ), and guarantees to be offered in exchange for the Stage I Guarantees or, if the Stage II Notes Exchange Redemption has been consummated, the Stage II Guarantees, as applicable (the “Exchange Guarantees”), which shall be identical to the NotesStage I Securities or the Stage II Securities, as the case may be, except that the issuance of the Exchange Notes and Exchange Guarantees shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Stage I Notes or, if the Stage II Notes Exchange Redemption has been consummated, the Stage II Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained thereinapplicable. If required under the Registration Rights Agreement, the Company Stage I Issuer or, if the Stage II Notes Exchange Redemption has been consummated, the Stage II Issuer, will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company Stage I Issuer or the Stage II Issuer, as applicable, fails to satisfy its obligations under the Registration Rights Agreement, it the Stage I Issuer or the Stage II Issuer, as applicable, will be required to pay additional interest to the holders of the Stage I Notes or, if the Stage II Notes Exchange Redemption has been consummated, the Stage II Notes, under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the IndentureIndentures, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Escrow Agreement, the Engagement Letter dated May 9February 7, 2011 (the “Engagement Letter”) between the Company Xxxxxx, Jefferies, Key and the Initial PurchaserXxxxxxxxxxx, the Exchange Notes, the Exchange Guarantees and the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”a) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, the Company shall cause all Domestic Restricted Subsidiaries direct and indirect future subsidiaries of the Company shall fully (each, a “Guarantor”), but not including any direct and indirect subsidiaries of the Company organized in the People’s Republic of China (“PRC”) unless a change in PRC law or official interpretation in PRC law permits such guarantees without government approval or registration, to irrevocably and unconditionally guaranteeguarantee to the Purchaser, on a senior unsecured basis, the Other Purchasers and to each holder of the Notes and the Trustee, Trustee the payment and performance of the Company’s obligations under the Indenture and the Notes on a senior secured unsubordinated basis (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notescollectively, the “SecuritiesGuarantees”). Holders of . (b) The Notes and the Notes Guarantees (including Subsequent Purchasersif any) will have be secured by: (i) a perfected first-priority Lien on the registration rights set forth in debt service reserve account established by the registration rights agreement applicable to the Notes Company with DB Trustees (Hong Kong) Limited (the “Registration Rights AgreementDebt Service Reserve Account”) in the form attached as Exhibit A hereto, pursuant to a charge over debt service reserve account to be executed on and dated as of the Closing Date among DB Trustees (Hong Kong) Limited, as hereinafter definedthe collateral agent (in such capacity, the “Reserve Account Collateral Agent”). Pursuant , and the Company, substantially in the form attached hereto as Exhibit C-1 (the “Reserve Account Charge”), (ii) a perfected first-priority Lien on all of the outstanding share capital of the Company pursuant to a share charge agreement to be dated as of the Registration Rights AgreementClosing Date among DB Trustees (Hong Kong) Limited, as the collateral agent (in such capacity, the “Offshore Collateral Agent”), the Company will agreeand each of the existing shareholders of the Company, among other things, to (i) file with substantially in the SEC (a) a registration statement under the Securities Act form attached hereto as Exhibit C-2 (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange OfferOffshore Share Charge Agreement”), and/or (b) under certain circumstancesand to the extent there are any future Guarantors, a shelf registration statement perfected first-priority Lien on all of the outstanding share capital of the Guarantors (if any) pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating a share pledge agreement to the resale by certain holders be dated as of the NotesClosing Date among the Offshore Collateral Agent, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaserapplicable Guarantor, substantially in the form of the Offshore Share Charge Agreement, (iii) subject to the approval of the requisite Governmental Authority, a perfected Lien on all of the equity interests of the WFOE (as defined below) pursuant to a share pledge agreement between DB Trustees (Hong Kong) Limited, as the collateral agent (in such capacity, the Exchange Notes, the Private Exchange Notes “Onshore Collateral Agent”) and the Revolving Credit FacilityCompany, substantially in the form attached hereto as Exhibit C-3 (the “Onshore Share Pledge Agreement”), and (iv) subject to the approval of the requisite Governmental Authority and only to the extent permissible and reasonably practicable, a perfected Lien on the loan receivables pursuant to any WFOE Shareholder Loan Agreement (as defined below), if executed on or before any, payable by the WFOE to the Company pursuant to an Assignment of Intercompany Loan to be dated as of the Closing DateDate between DB Trustees (Hong Kong) Limited, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing collateral agent (in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.such

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are reasonably believes to be “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or as such may be amended from time to time, (ii) are not reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be institutional “U.S. personsaccredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Act (“Accredited Investors”) or (iii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured secured basis, to each holder of the Notes and the Trustee, the payment and full performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and”). Pursuant to the terms of the Collateral Agreements, together with all of the Notes, obligations under the “Securities”Notes and the Indenture will be secured by a second priority lien and security interest on substantially all of the assets of the Company and the Guarantors (subject to a prior ranking lien by the lenders under the Credit Agreement). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined)date hereof. Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the “SEC”) (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Senior Secured Notes (the “Exchange Notes”) ), which shall be identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreementcircumstances. This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Exchange Notes and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents.”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, ----------------- that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes -------------- Shares purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBS"), or . The Initial Purchasers will offer the Shares to QIBs initially at a price equal to $50. Such price may be changed at any time without notice. Holders (iiincluding subsequent transferees) are not “U.S. persons” (as defined in Regulation S under of the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially ------------------------------ the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights ------------------------------- Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") a registration statement ---------- under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstancescircumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Shelf Registration Statement”"ACT") --- (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes, (ii) ---------------------- Securities and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the IndentureDeposit Agreement, the Deposit Account Agreement (as defined in the Offering Memorandum), the Certificate and the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."OPERATIVE DOCUMENTS". -------------------

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Series A Senior Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely (i) to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) " (as defined in Rule 144A under the Securities Act), ) ("QIBS") in reliance upon Rule 144A under the Securities Act or (ii) are not “U.S. persons” (as defined in offshore transactions to certain eligible persons to which the Initial Purchaser is permitted to offer and sell the Series A Senior Notes in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchaser will offer the Series A Senior Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Senior Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Senior Notes constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agreeagree to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Senior Notes, the Registration Rights Agreement, the NotesInvestment Agreement dated February 23, 1998 (the Guarantees, "INVESTMENT AGREEMENT") between the Engagement Letter Company and TPG Oxford LLC ("TPG") and the Term Loan Agreement to be dated May 913, 2011 1998 (the “Engagement Letter”"TERM LOAN AGREEMENT") between among the Company and the Initial Purchaser, the Exchange Notesas arranger, the Private Exchange Notes DLJ Capital Funding, Inc., as syndication agent, and the Revolving Credit FacilityIBJ Schrxxxx Xxxk & Trust Company, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”facility manager, and the transactions contemplated hereby and thereby lenders named therein are collectively hereinafter sometimes referred to herein collectively as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the CompanyIssuer, and the Company Issuer understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, jointly and severally, on a senior unsecured secured basis, to each holder of the Notes and the Trustee, the payment and performance of the CompanyIssuer’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders Pursuant to the terms of the Notes Collateral Documents, all of the obligations under the Securities and the Indenture will be secured by a first priority lien and security interest in substantially all of the assets (including Subsequent Purchasers) will have other than the registration rights set forth in the registration rights agreement applicable Excluded Assets and subject to the Notes Excluded Perfection Assets) of the Issuer and the Guarantors (except for any prior ranking liens by holders of certain Permitted Liens). The Company will enter into an Escrow and Deposit Account Control Agreement (the “Registration Rights Escrow Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (Date, with the Collateral Agent and Wxxxx Fargo Bank, National Association, as hereinafter defined). Pursuant escrow agent, pursuant to the Registration Rights Agreement, which the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance deposit $25.0 million of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders proceeds of the Notes under certain circumstances to be set forth in the Registration Rights Agreementinto a segregated escrow account. This Agreement, the Indenture, the Registration Rights Escrow Agreement, the Collateral Documents, the Notes, the Guarantees, Guarantees and the Engagement Letter Letter, dated May 915, 2011 2012 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Purchasers are collectively referred to herein as the “Transaction Documents”, ,” and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “"Exempt Resales”") some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “"Subsequent Purchasers”") whom the Initial Purchaser reasonably believes (i) are “reasonably believes to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or as such Rule may be amended from time to time, (ii) are not “U.S. persons” reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be institutional "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or (iii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indentureterms of the Collateral Agreements, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes will be secured by a first priority lien and security interest in substantially all of the assets of the Company and its Subsidiaries (each such subsidiary being referred to herein except for a prior ranking lien by the lenders under the Credit Agreement) in favor of the Trustee, as a “Guarantor” secured party for itself and each such guarantee being referred to herein as a “Guarantee” and, together with for the benefit of the holders of the Notes, the “Securities”). Holders of Exchange Notes and the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Private Exchange Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined"Secured Parties"). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC . (a) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to senior secured notes to be offered in exchange for the Notes (the “"Exchange Notes”") which shall be identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “"Exchange Offer”"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”") relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “"Private Exchange Notes”"). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be circumstances, as set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Exchange Notes and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction "Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised (a) Offers and sales of the Company, and Securities by the Company understands, that Bank to the Initial Purchaser will make offers Purchasers shall be effected pursuant to sell (an exemption from the “Exempt Resales”) some or all registration requirements of the Notes purchased Securities Act. The Securities may be resold or otherwise transferred by the Initial Purchaser hereunder on holders thereof only if they are registered under the terms set forth Securities Act or if an exemption (including the exemption afforded by Rule 144A) from the registration requirements of the Securities Act other than that contained in Section 3(a)(2) of the Final Offering Memorandum to persons Securities Act is available. (the “Subsequent Purchasers”b) whom Each of the Initial Purchaser reasonably believes Purchasers, severally and not jointly, represents and warrants to and agrees with the Bank that: (i) are “qualified institutional buyers” (“QIBs”) It is an Institutional Accredited Investor (as defined below), with such knowledge and experience in financial and business matters as is necessary in order to evaluate the merits and risks of an investment in the Securities. (ii) Offers and sales of the Securities pursuant to this Agreement will be made only to (i) institutional purchasers that it reasonably believes to be "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act), (a "QIB") or (ii) not more than fifty (50) institutions that are not “U.S. persons” ("accredited investors" as defined in Regulation S subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities ActAct (each, an "INSTITUTIONAL ACCREDITED INVESTOR") that execute and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully deliver a letter containing certain representations and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) agreements in the form attached as Exhibit Annex A hereto, to be executed on the Offering Circular. In connection with offers and dated as sales of the Closing Date Securities made through the Initial Purchasers, each of them agrees to notify the related purchaser of any such Securities of the private offering nature of such purchase and, accordingly, that such Securities are subject to resale and other transfer restrictions. (as hereinafter defined). Pursuant to iii) No general solicitation or general advertising within the Registration Rights Agreement, the Company will agree, among other things, to (imeaning of Rule 502(c) file with the SEC (a) a registration statement under of the Securities Act has been or will be used in connection with any solicitation of offers to purchase the Securities. (the “Exchange Offer Registration Statement”iv) relating It will take reasonable steps to notes inform, and cause each of its affiliates to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical take reasonable steps to the Notesinform, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer persons acquiring Securities from it or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statementits affiliate, as the case may be, that the Securities (A) have not been and will not be registered under the Securities Act, (B) are being sold to be declared effective them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (iiiC) use all commercially reasonable efforts may not be offered, sold or otherwise transferred except (1) to consummate the Exchange Offer or maintain Bank, (2) in accordance with Rule 144A to a person whom the effectiveness of the Shelf Registration Statement, in each case, within seller reasonably believes is a QIB that is purchasing such Securities for its own account or for the time periods specified account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, (3) to an Institutional Accredited Investor acquiring such Securities for its own account or as a fiduciary for others (which others must also be Institutional Accredited Investors unless such transferee is a bank acting in its fiduciary capacity) for investment purposes and not for distribution in violation of the Registration Rights Agreement, and subject Securities Act or (4) pursuant to another available exemption (other than Section 3(a)(2) of the provisions contained therein. If required Securities Act) from registration under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Securities Act. (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be v) The provisions set forth in the Registration Rights AgreementOffering Circular under the heading "Notice to Investors," including the legend required thereby, shall apply to the Securities. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions Purchasers of the Engagement LetterSecurities will be deemed, by reason of the purchase or acceptance of such Securities, to have acknowledged and agreed to the foregoing restrictions on resales and other transfers thereof. Except as otherwise provided thatin the FPAA, Securities offered and sold as part of their initial offering and sale to QIBs shall be issued in the form of one or more global certificates in definitive, fully registered form without coupons in minimum denominations of $250,000 and any amount in excess thereof which is an integral multiple of $1,000. Securities offered and sold as part of their initial offering and sale to Institutional Accredited Investors who are not QIBs shall be issued in the form of certificated notes in definitive, fully registered form without coupons, registered in the name of the purchaser thereof, in the event minimum denominations of $250,000 and in any terms amount in excess thereof which is an integral multiple of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern$1,000.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “?Exempt Resales”?) some or all of the Senior Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be ?qualified institutional buyers” (“QIBs”) (? as defined in Rule 144A under the Securities Act), or Act (?QIBs?) and (ii) are not “U.S. persons” (more than ten other institutional ?accredited investors,? as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation S D under the Securities Act, that make certain representations and agreements to the Company (each, an ?Accredited Institution?)(such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”?Eligible Purchasers?). Holders The Initial Purchasers will offer the Senior Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Senior Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “?Registration Rights Agreement”) ?), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Senior Notes constitute ?Transfer Restricted Securities? (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantor will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe ?Commission?) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “?Exchange Offer Registration Statement”?) relating to notes the Company's 10?% Senior Notes due 2004, having terms identical to those of the Senior Notes (the ?Exchange Notes?), and guarantees of the Exchange Notes to be offered in exchange for the Senior Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “?Exchange Offer”), and/or ?) and the Guarantees thereof and (bii) under certain circumstancesif applicable, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “?Shelf Registration Statement”? and, together with the Exchange Offer Registration Statement, the ?Registration Statements?) relating to the resale by certain holders of the Senior Notes, (ii) and to use all commercially reasonable their best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Senior Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Guarantees and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction ?Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.?

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular to persons (the “Subsequent "SUBSEQUENT Purchasers”") whom the Initial Purchaser reasonably believes to be (ia) are “"qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBS"), or as such Rule may be amended from time to time, (iib) are not “U.S. persons” (a limited number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Act ("ACCREDITED INVESTORS"), as such Rules may be amended from time to time, that make certain representations or warranties to the Initial Purchaser as set forth in the Accredited Investor Letter (the "ACCREDITED INVESTOR LETTER") attached as Annex A to the Offering Circular or (c) non-U.S. persons permitted to purchase the Notes in offshore transactions in reliance upon Regulation S under the Securities Act) Act (each, a "REG S PERSON" and, together with QIBs and in compliance with the laws applicable to such persons in jurisdictions outside of the United StatesAccredited Investors, "ELIGIBLE PURCHASERS"). Pursuant to the Indenture, Perkins & Marie Callender's Holding Xxx. (the "XXXXXX XXXXXX") and all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, to the extent provided in the Indenture, on a senior unsecured secured basis, to each holder of the Notes and the Trustee, the payment and full performance of the Company’s 's obligations under the Indenture and the Notes (the Direct Parent and each such subsidiary Domestic Restricted Subsidiary being referred to herein as a “Guarantor” "GUARANTOR" and each such guarantee being referred to herein as a “Guarantee” and, together "GUARANTEE"). In connection with entering into the NotesCredit Agreement, the “Securities”). Holders of Company, the Notes (including Subsequent Purchasers) will have Guarantors, the registration rights set forth in Trustee and the registration rights agreement applicable to lender under the Notes (the “Registration Rights Credit Agreement shall enter into an Intercreditor Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date Date, in a form reasonably satisfactory to the Initial Purchaser, which form shall be attached as an exhibit to the Indenture (as hereinafter definedthe "INTERCREDITOR AGREEMENT"). Pursuant to On the Registration Rights Closing Date, the Company and the Guarantors will enter into certain collateral agreements (together with the Intercreditor Agreement, the "COLLATERAL AGREEMENTS"), which will provide for the grant of second priority security interests (subject to a prior ranking lien by the lender under the Credit Agreement and certain other Permitted Liens (as defined, and provided for, in the Indenture)) (the "SECURITY INTERESTS") in substantially all of the assets of the Company (other than Excluded Assets). On or before the Closing Date, the Company's indirect parent, P&MC's Holding Corp. ("PARENT") will agreedeliver a promissory note (the "PARENT LOAN") to Jefferies High Yield Trading LLC and/or one or more of its designees reasonably acceptable to Parent, among other thingswhich will provide for a senior secured loan to Parent in the amount of $8.947 million and guaranteed (the "PARENT LOAN GUARANTEE") by Castle Harlan Partners IV, L.P. (thx "XXXXXX XXXN GUARANTOR"). On or before the Closing Date, Parent will make an indirect equity contribution to (i) file the Company of $8.5 million, all of which will be funded with the SEC (a) a registration statement under proceeds from the Securities Act Parent Loan (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”"EQUITY CONTRIBUTION"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights AgreementCollateral Agreements, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Credit Agreement and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Guarantees are collectively referred to herein as the “Transaction Documents”"TRANSACTION DOCUMENTS." The Offering, the Credit Agreement, the Equity Contribution and application of the transactions contemplated hereby and thereby net proceeds therefrom are collectively referred to herein as the “Transactions"TRANSACTIONS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or (ii) are not “U.S. persons” (a limited number of institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the Act that make certain representations and agreements to the Company and the Initial Purchasers (each, an "Accredited Institution") and (iii) to persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i), (ii) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary iii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 9-5/8% Series B Senior Subordinated Notes due 2008 (the "Series B Notes"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and the Subsidiary Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Senior Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Subsidiary Guarantees and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction "Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (as defined to persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 99.621% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 9 1/4% Series B Senior Notes due 2007 (the "Series B Notes"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and the Subsidiary Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the GuaranteesSubsidiary Guarantees the Offering Memorandum, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Preliminary Offering Memorandum and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction "Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBS") and (ii) are not “U.S. persons” (as defined to persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchaser will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 10 1/4% Senior Notes due 2008, Series B (the "SERIES B NOTES"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Pricing Disclosure Package and the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe to be (ia) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities ActAct (“QIBs”), or as such rule may be amended from time to time, and (iib) are not “non-U.S. persons” (as defined persons permitted to purchase the Notes in offshore transactions in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable Act (“Regulation S Persons”), as such rule may be amended from time to such persons in jurisdictions outside of the United Statestime. Pursuant to the Indenture, all each Domestic Restricted Subsidiaries Subsidiary of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, guarantee to each holder of the Notes and the Trustee, on a senior secured basis, the payment and performance of the Company’s obligations Obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and”). Pursuant to the terms of the Indenture and the Collateral Agreements, together with all of the NotesCompany’s and each Guarantor’s obligations under the Indenture, the “Securities”)Notes and the Guarantees will be secured by a Lien on substantially all the assets of the Company and the Guarantors; provided, however, that pursuant to the terms of the Intercreditor Agreement, such Lien will be contractually subordinated to a Lien on the Collateral that secures all Obligations under the Amended and Restated Credit Agreement and certain other permitted indebtedness. Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined)Date, in a form reasonably acceptable to the Initial Purchasers in conformity in all material respects with the description of such registration rights contained in the Pricing Disclosure Package and the Final Offering Memorandum. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to (i) file with the SEC (ai) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the 11 % Senior Secured Notes due 2015 (the “Exchange Notes”) ), which shall be identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes and cause the Guarantors to issue exchange guarantees to the Initial Purchaser Purchasers (the “Private Exchange Notes”” and “Private Exchange Guarantees,” respectively). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in accordance with the terms of the Registration Rights Agreement. This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes Notes, the Guarantees and the Revolving Credit Facility, if executed on or before the Closing Date, Private Exchange Guarantees are collectively referred to herein as the “Transaction Documents”.” The Offering, the entry into the Amended and Restated Credit Agreement and the transactions contemplated hereby application of the proceeds therefrom as described in the Pricing Disclosure Package and thereby the Offering Memorandum and the issuance and sale of the Notes in accordance with this Agreement are collectively referred to herein as the “Transactions”.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the CompanyIssuers, and the Company understandsIssuers understand, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Stage I Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance upon Regulation S under the Securities Act and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indentureterms of the Escrow Agreement, until the consummation of the Acquisition and until the Company is required by the Stage I Indenture to pledge its assets (as described in the “Description of the Stage I Notes” section of the Final Offering Memorandum), all Domestic Restricted Subsidiaries of the obligations under the Stage I Notes and the Stage I Indenture will be secured by a pledge of the Escrow Account and all cash proceeds deposited therein (including cash proceeds of the Offering) (collectively, the “Stage I Collateral”). Upon consummation of the Acquisition (and the concurrent merger of the Stage I Issuer with and into the Company), pursuant to the terms of the Parity Lien Security Documents, all of the obligations under the Stage I Notes will be secured by a lien and security interest in substantially all of the assets of the Company shall fully (subject to a prior ranking lien by the lenders under the Amended and unconditionally guaranteeRestated Credit Agreement by and among the Company, PNC Bank, National Association, as agent, and the lenders party thereto (the “ABL Secured Lenders”) on a senior unsecured basis, to each holder ABL Priority Collateral and other Permitted Prior Liens). Upon consummation of the Stage II Notes Exchange Redemption, pursuant to the terms of the Parity Lien Security Documents, all of the obligations under the Stage II Notes and the TrusteeExisting Indenture will be secured by a lien and security interest in substantially all of the assets of the Company and the Subsidiaries (including, the payment applicable Multiband Entities, but subject to a prior ranking lien by the ABL Secured Lenders on ABL Priority Collateral and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”other Permitted Prior Liens). Holders of the Stage II Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Stage II Notes (the “Registration Rights Agreement”), which will be in a form to be agreed upon, but to be substantially consistent (other than with respect to certain time periods) with the registration rights agreement entered into in connection with the form attached issuance of the Existing Xxxxxxx Notes with such conforming changes as Exhibit A heretoare necessary to reflect the Registration Rights Agreement’s applicability to the Stage II Notes, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company and, following their execution and delivery of the joinder agreement thereto, the Multiband Entities will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Stage II Notes (the “Exchange Notes”), and guarantees to be offered in exchange for the Guarantees (the “Exchange Guarantees”) which shall be identical to the NotesStage II Securities, except that the issuance of the Exchange Notes and Exchange Guarantees shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Stage II Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Stage II Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the IndentureIndentures, the Parity Lien Security Documents, the Registration Rights Agreement, the Notes, the Guarantees, the Escrow Agreement, the Engagement Letter dated May 9April 18, 2011 2013 (the “Engagement Letter”) between the Company and the Initial PurchaserPurchasers, the Exchange Notes, Exchange Guarantees and the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or and (ii) are not “U.S. persons” (more than ten other institutional "accredited investors," as defined in Regulation S Rule 501(a) (1), (2), (3) or (7) under the Securities Act, who execute a letter containing certain representations and agreements in the form set forth as Annex A to the Offering Circular (each, an "Accredited Institution") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 98.770% of the principal amount thereof. Such price may be changed at any time without notice. Holders (as defined in the Indenture, including subsequent transferees) of the Series A Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 10% First Mortgage Notes due 2004 to be offered in exchange for the Series A Notes (the “Exchange "Series B Notes”") which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and the Subsidiary Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights AgreementAgreement and to consummate the Exchange Offer. The Notes are or will be secured obligations and the Company and the Guarantors (to the extent they are a party thereto) will enter into a security agreement, a deed of trust, stock pledge and security agreements, and subject certain other agreements (collectively, the "Security Documents") dated as of the Closing Date in favor of the Trustee that will provide for the grant of Security Interests in the collateral to the provisions contained therein. If required under Trustee for the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to benefit of the holders of the Notes. The Security Interests will secure the payment and performance when due of all the respective obligations of the Company and the Guarantors under the Indenture, the Notes under certain circumstances to be set forth in and the Registration Rights AgreementSecurity Documents. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Subsidiary Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Registration Rights Agreement and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Security Documents are collectively hereinafter sometimes referred to herein collectively as the “Transaction "Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, Issuers that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (as defined persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) in the form attached as Exhibit A hereto"), to be executed on and dated as of the Closing Date Date, in substantially the form of Exhibit A hereto, for so long as such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company Issuers and the Subsidiary Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Issuers' 8 1/2% Series B Senior Subordinated Notes due 2011 (the "Series B Notes"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and the Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may Statements to be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are reasonably believes to be “qualified institutional buyers” (“QIBsOIBs”) (as defined in Rule 144A under the Securities Act), or as such may be amended from time to time, (ii) are not reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be institutional “U.S. personsaccredited investors” (as defined in Rule 501(a)(l), (2), (3) or (7) under the Act (“Accredited Investors”) or (iii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured secured basis, to each holder of the Notes and the Trustee, the payment and full performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and”). Pursuant to the terms of the Collateral Agreements, together all of the obligations under the Notes and the Indenture will be secured by a second priority lien and security interest in substantially all of the assets of the Company and the Guarantors (subject to a prior ranking lien by the lenders under the Credit Agreement as outlined in the Intercreditor Agreement and certain other Permitted Liens) other than certain funds to be deposited in an escrow account in connection with the Notes, consummation of the “Securities”)Equity Investment. Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defineddefined herein). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the “SEC”) (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Senior Secured Notes (the “Exchange Notes”) ), which shall be identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreementcircumstances. This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Exchange Notes and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Offering Documents.”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memoran dum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), Act ("QIBS") or (ii) are not “U.S. persons” (as defined persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto"REGISTRATION RIGHTS AGREEMENT"), to be executed on and dated as of the Closing Date (as hereinafter defineddefined below), in substantially the form of Exhibit B hereto, for so long as such Series A Notes constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION"), under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 83/8 % Series B Senior Subordinated Notes due 2008 (the "SERIES B NOTES"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, (ii) Series A Notes and use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, Issuer that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Notes Units purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to (a) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), Act ("QIBs") purchasing for such QIB's own account or for the account of another QIB and (iib) are not “U.S. persons” (a limited number of institutional "accredited investors," as defined in Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Act (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” "Accredited Investors" and, together with the NotesQIBs, the “Securities”"Eligible Initial Purchasers"). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to . (i) file with the SEC (a) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to, among other things, the 11.875% Senior Secured Notes due 2008, Series B, of the Issuer (the "Series B Notes"), substantially identical in all respects to notes the Series A Notes (except that the Series B Notes shall have been registered pursuant to such registration statement) to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Registered Exchange Offer”)") and the Guarantees thereof, and/or and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Note Shelf Registration Statement”") relating to the resale by certain holders of the NotesSeries A Notes and (b) the Issuer will agree, among other things, to file with the Commission, under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "Warrant Shelf Registration Statement") relating to the resale of the Warrants and the issuance and resale of the Warrant Shares. In addition, in connection with the Offering, (i) the Issuer shall repay on the Closing Date with a portion of the proceeds from the Offering all amounts owed under its existing credit facility with First Source Financial LLP (the "Existing Credit Facility") and all liens granted under or in connection with the Existing Credit Facility will be released; (ii) use all commercially reasonable efforts to cause following the Registration Statement or Closing Date, the Shelf Registration Statement, as Issuer anticipates entering into a new credit facility (the case may be, to be declared effective under the Securities Act "New Credit Facility"); and (iii) use all commercially reasonable efforts to consummate in connection with the Exchange Offer or maintain New Credit Facility, the effectiveness of Trustee and the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required lender under the Registration Rights Agreement, the Company will issue Exchange Notes New Credit Facility shall enter into an Intercreditor Agreement in a form reasonably satisfactory to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights AgreementPurchasers, it will which form shall be required to pay additional interest attached as an exhibit to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementIndenture. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9Security Documents (as defined below), 2011 (the “Engagement Letter”) between Warrants, the Company Warrant Agreement, the Note Registration Rights Agreement and the Initial PurchaserWarrant Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Operative Documents." The transactions contemplated by the Operative Documents, including without limitation, (i) the Exchange Notes, the Private Exchange Notes Offering and the Revolving application of the proceeds therefrom as described in the Offering Circular, as amended or supplemented, (ii) the repayment of the Existing Credit Facility, if executed on or before Facility and (iii) the Closing Dateentry into the New Credit Facility and Intercreditor Agreement, are collectively referred to herein as the “Transaction "Transactions." On the Closing Date, the Grantors will enter into certain security agreements, pledge agreements, mortgages and certain other documents, each in a form reasonably satisfactory to the Initial Purchasers (collectively, the "Security Documents”"), that will provide for the grant of the Security Interests in the Collateral to the Trustee, as collateral agent (in such capacity, the "Collateral Agent"), for the benefit of the holders of the Notes. The Security Interests will secure the payment and performance when due of all of the obligations of the Issuer, the Guarantors and the transactions contemplated hereby Grantors under the Indenture, the Notes and thereby are collectively referred to herein as the “TransactionsSecurity Documents.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “"Subsequent Purchasers”") whom the Initial Purchaser Purchasers reasonably believes believe (i) are “"qualified institutional buyers” " (“"QIBs”") (as defined in Rule 144A under the Securities Act), or (ii) are not “"U.S. persons” " (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured secured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s 's obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “"Guarantor” " and each such guarantee being referred to herein as a “"Guarantee” " and, together with the Notes, the “"Securities”"). Pursuant to the terms of the Collateral Agreements, all of the obligations under the Securities and the Indenture will be secured by a lien and security interest in substantially all of the assets of the Company and the Guarantors (except for a prior ranking lien by the lenders under the New Credit Facility on certain of the Company's working capital assets and any other Permitted Liens). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”") in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes to be offered in exchange for the Notes (the “"Exchange Notes”") which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”") relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “"Private Exchange Notes”"). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9April 16, 2011 2010 (the “"Engagement Letter”") between the Company and the Initial PurchaserJefferies, the Exchange Notes, Notes and the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction "Documents”", and the transactions contemplated hereby and thereby are collectively referred to herein as the “"Transactions.” " Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant , with the Notes being offered and sold to the Indenture, all Domestic Restricted Subsidiaries Subsequent Purchasers pursuant to an exemption from the registration requirements of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Securities Act (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “SecuritiesExempt Resales”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto (the “Exchange Guarantees”) are herein collectively referred to as the “Exchange Securities.” The Securities and the Exchange Securities will be secured, subject to Permitted Liens (as defined in the Indenture), by liens on the Collateral (as defined in the Security Documents (as defined below)) as more particularly described in the Time of Sale Document and documented by that certain security agreement, dated as of July 12, 2011 (the “Security Agreement”), and other instruments evidencing or creating a security interest (collectively, with the Security Agreement, the “Security Documents”) in favor of The Bank of New York Mellon Trust Company, N.A. as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee and the holders of the Notes. This Agreement, the Indenture (including the First Supplemental Indenture), the Security Agreement, the Security Documents, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9November 12, 2011 2012 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Exchange Guarantees are collectively referred to herein as the “Transaction Documents”, .” The issuance and the sale of the Securities, the issuance of the Exchange Securities and the Exchange Guarantees and the payment of transaction costs and all other transactions contemplated hereby and thereby by the Time of Sale Document are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes Units purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBS") and (ii) are not “U.S. persons” (as defined persons permitted to purchase Units in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). The Initial Purchasers will offer the Units to Eligible Purchasers initially at a price equal to $507.39 per Unit. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Notes (including Subsequent Purchasers) Units will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "NOTES REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, and the registration rights agreement (the "WARRANT REGISTRATION RIGHTS AGREEMENT") to be executed on and dated as of the Closing Date Date, substantially in the form of Exhibit B hereto, for so long as such Initial Notes, Warrants or Warrant Shares constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Notes Registration Rights Agreement and the Warrant Registration Rights Agreement, as applicable). Pursuant to the Notes Registration Rights Agreement and the Warrant Registration Rights Agreement, the Company will agree, among other things, to (i) the Company and the Guarantors will agree to file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein, (x) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 14% Senior Discount Notes due 2010 (the "EXCHANGE NOTES"), to be offered in exchange for the Initial Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and the Guarantees thereof and (by) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "NOTES SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "NOTES REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, (ii) Initial Notes and to use all commercially reasonable their respective best efforts to cause the such Notes Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under and usable for the Securities Act periods specified in the Notes Registration Rights Agreement and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain and (ii) the effectiveness Company will agree to file with the Commission under the circumstances set forth therein a registration statement pursuant to Rule 415 under the Act (the "WARRANT SHELF REGISTRATION STATEMENT") relating to the resale of the Warrants, the issuance of shares of Common Stock upon exercise of the Warrants and the resale of the Warrant Shares and to use its best efforts to cause such Warrant Shelf Registration Statement, in each case, within or Statement to be declared and remain effective and usable for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Warrant Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9Warrants, 2011 (the “Engagement Letter”) between Warrant Agreement, the Company Notes Registration Rights Agreement and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Warrant Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction "OPERATIVE Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, Issuer that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Senior Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “persons whom the Purchasers reasonably believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (a limited number of institutional "accredited investors," as defined in Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities ActAct ("Accredited Investors") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to . (i) file with the SEC (a) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to, among other things, the 10 3/8% Series B Senior Notes due 2007, of the Issuer (the "Exchange Notes" and, together with the Senior Notes, the "Notes"), identical in all material respects to notes to be offered in exchange for the Senior Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to such registration statement) to be offered in exchange for the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Senior Notes (such offer to exchange being referred to as the “"Registered Exchange Offer”), ") and/or (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”") relating to the resale by certain holders of the Senior Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and all other documents or instruments executed by the Revolving Credit Facility, if executed on Issuer or before any of the Closing Date, other Jordan Entities in connection with the Transactions are collectively referred to herein as the “Transaction "Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBS") and (ii) are not “U.S. persons” (as defined to persons permitted to purchase the Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). The Initial Purchasers will offer the Notes to Eligible Purchasers initially at a price equal to 100.0% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Notes constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 8-7/8% Senior Notes due 2007, Series B (the "EXCHANGE NOTES"), to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and the Subsidiary Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, (ii) Notes and to use all commercially its reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Subsidiary Guarantees, the Engagement Letter dated May 9, 2011 Supplemental Series A Indenture (the “Engagement Letter”as defined herein) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. (a) The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser it will make offers to sell (the “"Exempt Resales”") some or all of the Notes Units purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Documents, as amended or supplemented, solely (i) to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (as defined outside the United States to certain persons in offshore transactions in reliance on Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). The Initial Purchaser will offer the Units to Eligible Purchasers initially at the price set forth herein. Such price may be changed at any time without notice. (b) Holders (including subsequent transferees) of the Senior Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) in "), to be dated the Closing Date (the form of which is attached as Exhibit A hereto) and holders (including subsequent transferees) of the Warrants will have the registration rights set forth in the warrant registration rights agreement (the "Warrant Registration Rights Agreement"), to be executed on and dated as of the Closing Date (the form of which is attached as hereinafter definedExhibit A hereto), for so long as such Notes, Warrants or any Warrant Shares constitute "Transfer Restricted Securities" (as defined in each such agreement, respectively). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission"), under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the New Senior Notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and (bii) under certain circumstancesconditions, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”") relating to the resale by certain holders of the Senior Notes, (ii) and to use all commercially reasonable its best efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, such registration statements to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject Offer. Pursuant to the provisions contained therein. If required under the Warrant Registration Rights Agreement, the Company will issue Exchange Notes agree to file with the Commission, under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Warrant Shelf Registration Statement") relating to the Initial Purchaser resale by certain holders of the Warrants and the Warrant Shares, and to use its best efforts to cause such Warrant Shelf Registration Statement to be declared effective. (c) Pursuant to the “Private Exchange Notes”). If Indenture, on the Closing Date, the Company fails will purchase and pledge to satisfy its obligations under the Registration Rights AgreementTrustee, it will be required to pay additional interest to for the benefit of the holders of the Notes under certain circumstances Notes, Government Securities (the "Pledged Securities") in such amount as will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes. The Pledged Securities will be pledged by the Company to the Trustee, for the benefit of the holders of Senior Notes, pursuant to the Proceeds Pledge and Escrow Agreement (the "Proceeds Pledge and Escrow Agreement"), to be set forth dated the Closing Date, and will be held by the Trustee in an account (the "Pledge Account") established with the Trustee pursuant to the Proceeds Pledge and Escrow Agreement. (d) Pursuant to the Proceeds Pledge and Escrow Agreement, the Company will also pledge and escrow $63.0 million of the net proceeds of the Offering (the "Collateral Funds") as security for all obligations of the Company under the Senior Notes and the Indenture. The Collateral Funds will be deposited in an account (the "Collateral Account") under the Trustee's exclusive dominion and control pending application of such funds by the Company for the payment of (1) Permitted Expenditures, (2) in the Registration Rights Agreementevent of a Change of Control, the Change of Control Payment and (3) in the event of a Special Offer to Purchase or a Special Mandatory Redemption, the purchase or redemption price in connection therewith. This Agreement, the Securities, the Warrant Shares, the Indenture, the Warrant Agreement, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Warrant Registration Rights Agreement and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes Proceeds Pledge and the Revolving Credit Facility, if executed on or before the Closing Date, Escrow Agreement are collectively sometimes referred to herein collectively as the “Transaction "Operative Documents”." (e) Prior to the Offering, the Company entered into (i) an agreement (the "Iusatel Agreement") to acquire (the "Iusatel Acquisition") the outstanding capital stock of Iusatel Chile, S.A. ("Iusatel") and (ii) the Mutual Release and Settlement Agreement, dated October 4, 1997 (the "Settlement Agreement"), among the Company, Maroon Bells Capital Partners, Inc., Theoxxxx Xxxxxxxx, Xxul Xxxxx xxx Philxxx Xxxxxxx. (f) Concurrent with the Offering, the Company will (i) repay all of its indebtedness under (A) the Company's $1,500,000 aggregate principal amount of 7% Convertible Debentures due February 3, 2000 (the "7% Debentures") and the Company's $2,000,000 aggregate principal amount of 8% Convertible Debentures due April 30, 1998 (the "8% Debentures" and, together with the 7% Debentures, the "Debentures"), (B) the Company's $950,000 aggregate principal amount of 10% Senior Notes (the "Bridge Notes") and (C) the revolving credit line, dated as of April 1, 1997 (the "Credit Line"), between Hewster Servicios Intermedios, S.A. and Citibank-Chile, and (ii) pay certain fees and expenses incurred in connection with the transactions contemplated hereby and thereby are collectively referred to herein as the “TransactionsOffering.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBS") and (ii) are not “U.S. persons” more than five (5) other institutional "accredited investors," as defined in Regulation S Rule 501(a) (1),(2),(3) or (7) under the Securities Act, that make certain representations and agreements to the Company (each, an "ACCREDITED INSTITUTION"), (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchasers will offer the Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstancescircumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”"REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes, (ii) Securities and to use all commercially its reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may Statements to be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes Purchasers (i) are reasonably believe to be “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or as such may be amended from time to time, (ii) are not reasonably believe (based upon written representations made by such persons to the Initial Purchasers) to be institutional “U.S. personsaccredited investors” (“Accredited Investors”) as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or (iii) reasonably believe to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (Date, as hereinafter defined)such term is defined below. Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the “SEC”) (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) ), which shall be substantially identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and such registration statement, will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreementcircumstances. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes Security Documents and the Revolving Credit Facility, if executed on or before the Closing Date, Acquisition Agreement are collectively referred to herein as the “Transaction Documents.”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “"Subsequent Purchasers”") whom the Initial Purchaser reasonably believes (i) are “reasonably believes to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act, as such Rule may be amended from time to time ("QIBs"), or (ii) are not “U.S. persons” reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be institutional "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or (iii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC . (a) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes to be offered in exchange for [ ]% Senior Notes of the Notes Issuers due 2011 (the “Exchange "Series B Notes”") which shall be identical in all material respects to the Notes, Series A Notes (except that the issuance of the Exchange Series B Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Series A Notes (such offer to exchange being referred to as the “"Registered Exchange Offer”"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”") relating to the resale by certain holders of the Series A Notes. Concurrently with the sale of the Series A Notes on the Closing Date, the Company and The Majestic Star Casino Capital Corp. ("Capital"), a wholly-owned subsidiary of the Company, will issue 9 1/2% senior secured notes due 2010 (the "Senior Secured Notes") and Majestic Holdco, LLC ("Holdco"), the parent of the Company and Majestic Star Holdco, Inc., a wholly-owned subsidiary of Holdco, will issue 12 1/2% senior discount notes due 2011 (the "Discount Notes"). As described in the Offering Circular, the Company intends to use a portion of the proceeds from the sale of the Notes, the Senior Secured Notes and the Discount Notes to, among other things, acquire (the "Acquisition") all of the issued and outstanding capital stock of Trump Indiana, Inc., a Delaware corporation (and, together with Buffixxxxx Harbor Riverboats, L.L.C. and Buffington Harbor Parking Asxxxxxxxx, LLC, "Trump") pursuant to the sxxxx xxxxxase agreement dated as of November 0, 0005, by and between the Company and Trump Entertainment Resort Holdings, L.P. (the "Stock Purchase Agreemxxx"). On the Closing Date, the Company will also, amend its credit facility dated as of October 7, 2003, by and between the Company and Wells Fargo Foothill, Inc., in the manner described in the Offering Cxxxxxar (as amended, the "Amended Credit Facility"). Pursuant to the Indenture, all subsidiaries of the Company listed on Schedule A hereto other than Trump (and upon the consummation of the Acquisition, Trump) shall fulxx xxd unconditionally guarantee, on a senior unsecurxx xxsis, to each holder of the Notes and the Trustee, the payment and performance of the Company's obligations under the Indenture and the Notes (each such subsidiary (including, upon the consummation of the Acquisition, Trump) being referred to xxxxin as a "Subsidiary Guarantor" and such guarantee being referred to herein as a "Guarantee"). Effective upon consummation of the Acquisition, the Company will (a) cause Trump to become a Subsidiary Guarantor and execute (i) a counterpart xxxxxo, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration StatementIndenture, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration StatementGuarantees, in each case, within or for the time periods specified in and (iv) the Registration Rights Agreement, as required by the Indenture and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementSection 12 hereof. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Amended Credit Facility, if together with all other documents or instruments executed on or before by the Closing DateIssuers and the Subsidiary Guarantors in connection with the transactions contemplated thereby, collectively are collectively referred to herein as the “Transaction "Documents”, and the ." The transactions contemplated hereby and thereby by the Documents are collectively referred to herein as the “"Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, ----------------- that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Notes -------------- Debentures purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act)Act ("QIBs", or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being also referred to herein ---- as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Debentures to ------------------- Eligible Purchasers initially at a price equal to 58.866% of the Notes principal amount at maturity thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially ----------------------------- the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Securities constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights ------------------------------ Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") a registration statement ---------- under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstancescircumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "Registration Statement”") relating to ---------------------- the resale by certain holders of the Notes, (ii) Securities and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”Debentures, and the transactions contemplated hereby and thereby Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."Operative Documents" -------------------

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to offer and sell (the “Exempt Resales”) some or all of the Notes Securities purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are believe to be “qualified institutional buyers” as defined in Rule 144A of the Act (“QIBs”) (as defined in Rule 144A or to persons outside the United States under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Act (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” andpersons, together with the NotesQIBs, the “SecuritiesEligible Purchasers”). Holders The Initial Purchasers will offer the Securities to Eligible Purchasers initially at a price equal to 98.493% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date Date, in substantially the form of Schedule D hereto, for so long as such Securities constitute “Transfer Restricted Securities” (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes a new series of the Company’s 7% Senior Notes due 2012 guaranteed by the Guarantors (the “Series M Notes” and, together with the Securities, the “Notes”), to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Securities (such offer to exchange being referred to as the “Exchange Offer”), and/or ) and the Guarantees by the Guarantors thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Notes, (ii) Securities and to use all commercially reasonable their best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, consummate the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “TransactionsOffer.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (as defined persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 10 1/8% Series B Senior Notes due 2009 (the "Series B Notes"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and the Subsidiary Guarantees thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable their best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared effective under within 150 days after the Securities Act Closing Date and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Notes, the Subsidiary Guarantees and the Registration Rights Agreement, Agreement are hereinafter sometimes referred to collectively as the "Operative Documents." Concurrently with the Offering of the Notes, the Guarantees, Company will restructure its operations as described in the Engagement Letter dated May 9, 2011 Offering Memorandum under the heading "Reorganization of the Company" (the “Engagement Letter”"Reorganization") between and enter into the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving New Credit Facility, if executed on or before the Closing Date, are collectively referred to herein Facility (as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, defined in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall governOffering Memorandum).

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act (ii"QIBS") are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons specified in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary this clause being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 50.797% of the Notes principal amount at maturity thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 14% Series B Senior Discount Notes due 2009 (the "SERIES B NOTES"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all certain of the Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Exchange Notes and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.”

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act (ii"QIBS") are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary sometimes being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchasers will offer the Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstancescircumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”"REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes, (ii) Securities and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or (ii) are not “U.S. persons” (a limited number of other institutional "accredited investors," as defined in Rule 501(a) (1), (2), (3) or (7) under the Act, that make certain representations and agreements to the Company as set forth as Annex A to the Offering Circular (each, an "Accredited Institution") and (iii) persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, such persons specified in clauses (i), (ii) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary iii) above being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notesas, the “Securities”"Eligible Purchasers"). Holders The Initial Purchaser will offer the Series A Notes to Eligible Purchasers initially at a price equal to 98.5% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes Registration Rights Agreement (the “"Registration Rights Agreement”") in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defineddefined below), in substantially the form of Exhibit A hereto, for so long as such Series A Notes constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 11% Series B Senior Secured Notes due 2010 (the "Series B Notes") to be offered in exchange for the Series A Notes and (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (bii) under certain circumstances, circumstances a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Series A Notes, (ii) and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained thereinExchange Offer. If required under The Notes and the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it Subsidiary Guarantees will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between senior secured obligations and the Company and the Initial Purchaser, Guarantors will enter into the Exchange Notes, collateral documents listed on Schedule B attached hereto (collectively the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."Collateral

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”a) some or all Holders of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Series A Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the 11.27% Series C Senior Secured Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the "Series C Notes, the “Securities”). Holders of the Notes ") (including Subsequent Purchaserssubsequent transferees) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A heretoG hereto --------- (the "Note Registration Rights Agreement"), to be executed on and dated as of the Closing Date (as hereinafter defineddefined below). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC Note (a) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to, among other things, the (i) 11.27% Series B Senior Secured Notes due 2008 of Airways (the "Series B Notes"), identical in all respects to notes the Series A Notes (except that the Series B Notes shall have been registered pursuant to such registration statement) to be offered in exchange for the Series A Notes and (ii) 11.27% Series D Senior Secured Notes due 2008 of Airways (the "Series D Notes" and, together with the Series A Notes, the Series B Notes and the Series C Notes, each with the Guaranty endorsed thereon, if any, the "Notes"), identical in all respects to the Series C Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Series D Notes shall have been registered pursuant to such registration statement) to be offered in exchange for the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Series C Notes (such offer offers to exchange being referred to as the “"Registered Exchange Offer”"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Note Shelf Registration Statement”") relating to the resale by certain holders of the Notes. Airways will, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statementunder certain circumstances, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest ("Special Interest") if it fails to meet its obligations under the holders Note Registration Rights Agreement. (b) Holders of the Notes under certain circumstances to be Warrants will have the registration rights set forth in the registration rights agreement applicable to the Warrants in the form attached as Exhibit H hereof (the "Warrant Registration Rights --------- Agreement"), to be executed on and dated as of the Closing Date. Pursuant to the Warrant Registration Rights Agreement, Holdings will agree, among other things, to file with the Commission a shelf registration statement pursuant to Rule 415 under the Act (the "Warrant Shelf Registration Statement") for the Warrants and the common shares underlying the Warrants within 120 days of the date the Units are issued and to use its best efforts to cause that registration statement to be declared effective within 180 days of the date the Units are issued. Holdings will, under certain circumstances, be required to pay liquidated damages if it fails to meet its obligations under the Warrant Registration Rights Agreement. (c) In connection with the Offering, Boeing Capital Loan Corporation ("BCLC") and Holdings have entered into a Note Agreement dated as of April 12, 2001 (the "Holdings Note Agreement"), providing for, among other things, (1) the issuance to BCLC by Holdings of $17.5 million principal amount of certain Series B senior secured convertible notes (the "Holdings' Convertible Notes Issuance"), and (2) the issuance to BCLC by Holdings of $17.5 million principal amount of certain Series A senior secured notes (the "Holdings' Series A Notes Issuance" and, together with the Holdings' Convertible Notes Issuance, the "Holdings Note Issuance"). Holdings will use the proceeds of the Holdings' Note Issuance to make a $35.0 million equity contribution to Airways (the "Equity Contribution"). (d) This Agreement, the Indenture, the Note Registration Rights Agreement, the Holdings Note Agreement, the Warrant Registration Rights Agreement, the Collateral Documents, the Collateral Trust Agreement, the Notes, the GuaranteesWarrant Agreement, any and all other documents or instruments executed by either, or both, of the Issuers in connection the Holdings' Note Issuance, any and all documents or instruments executed by either, or both, of the Issuers in connection with the Equity Contribution and all other documents or instruments executed by either, or both, of the Issuers in connection with the transactions contemplated hereby and thereby are referred to herein as the "Documents." The transactions contemplated by the Documents, including without limitation the Offering, the Engagement Letter dated May 9Holdings' Note Issuance, 2011 (the “Engagement Letter”) between the Company and the Initial PurchaserEquity Contribution, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before use of the Closing Date, proceeds therefrom are collectively referred to herein as the “Transaction Documents”"Transactions." The Units, the Notes and the transactions contemplated hereby and thereby Warrants are collectively referred to herein as the “Transactions.” Nothing "Securities". Unless the context requires otherwise, all agreements, representations and warranties of the Issuers set forth in this Agreement should be read are made after giving pro forma effect to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall governTransactions.

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities ActAct (“Rule 144A”)), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities ActAct (“Regulation S”)) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indentureterms of the Collateral Agreements, all Domestic Restricted Subsidiaries of the obligations under the Securities and the Indenture will be secured by Liens on substantially all of the assets of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, the Guarantors to each holder the extent such assets constitute collateral under the Senior Credit Agreement (subject to prior ranking Liens in favor of the lenders under the Senior Credit Agreement and any other Permitted Liens). Any amendments or modifications to the Collateral Agreements necessary for the issuance of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being are referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Collateral Agreement Amendments.” Holders of the Notes (including Subsequent Purchasers) will have the benefit of registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined)Date. Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Registered Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest Additional Interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the IndentureNotes, the Guarantees, the Exchange Notes, the Registration Rights Agreement, the NotesSecond Supplemental Indenture, the GuaranteesThird Supplemental Indenture and the Collateral Agreement Amendments, the Engagement Letter dated May 9if any, 2011 (are hereinafter referred to as the “Engagement Letter”Closing Transaction Documents.” The Closing Transaction Documents, together with the Indenture (including the Supplemental Indenture) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing DateCollateral Agreements, are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”.” The Offering, Solicitation of the Consent and the other transactions described or contemplated hereby and thereby by this Agreement are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.”

Terms of Offering. The Initial Purchaser has advised the Companyadvised, and represents and warrants to, the Company understands, that the Initial Purchaser will make offers to sell and sales (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes Securities purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) " (as defined in Rule 144A promulgated under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary "QIBs") (QIBs being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchaser will offer the Securities to Eligible Purchasers initially at a price set forth on the cover page of the Notes Offering Memorandum. Holders (including Subsequent Purchaserssubsequent transferees) of the Restricted Preferred Stock and Warrants will have the registration rights set forth in either the Preferred Stock registration rights agreement applicable to the Notes (the “"PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT") or the Warrant registration rights agreement (the "WARRANT REGISTRATION RIGHTS AGREEMENT"), each to be dated the Closing Date, in substantially the forms of Exhibit A and Exhibit B hereto, for so long as such Restricted Preferred Stock, Exchange Debentures and/or Warrants constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Preferred Stock Registration Rights Agreement or the Warrant Registration Rights Agreement”) in the form attached , as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter definedapplicable). Pursuant to the Preferred Stock Registration Rights Agreement, the Company will agree, among other things, agree to file (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein (A) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes a new series of the Company's Preferred Stock of like amounts having identical terms (the "NEW PREFERRED STOCK") to be offered in exchange for the Notes Restricted Preferred Stock, or if the Preferred Stock has been exchanged for Exchange Debentures, subordinated debentures having identical terms (the “Exchange Notes”"NEW EXCHANGE DEBENTURES") which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), "EXCHANGE OFFER") and/or (bB) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "PREFERRED STOCK SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the NotesRestricted Preferred Stock or Exchange Debentures, as applicable, and (ii) to use all commercially its reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under and usable for the Securities Act periods specified in the Preferred Stock Registration Rights Agreement and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject Offer. Pursuant to the provisions contained therein. If required under the Warrant Registration Rights Agreement, the Company will issue Exchange Notes agree to file (i) with the Commission under the circumstances set forth therein a shelf registration statement pursuant to Rule 415 under the Act (the "WARRANT SHELF REGISTRATION STATEMENT") relating to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the resale by certain holders of the Notes under certain circumstances Warrants or the Warrant Shares and (ii) to use its reasonable best efforts to cause such Warrant Shelf Registration Statement to be set forth declared and remain effective and usable for the periods specified in the Warrant Registration Rights Agreement. This Agreement, the IndentureCertificate of Designation forming part of the Company's Certificate of Incorporation, the Registration Rights Indenture relating to the Exchange Debentures, the Warrant Agreement, the NotesUnits, the GuaranteesUnit Agreement, the Engagement Letter dated May 9Restricted Preferred Stock, 2011 (Exchange Debentures, the “Engagement Letter”) between Warrants, the Company Preferred Stock Registration Rights Agreement and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Warrant Registration Rights Agreement are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Companyadvised, and represents and warrants to, the Company understands, that the Initial Purchaser will make offers to sell and sales (the “Exempt Resales”"EXEMPT RESALES") some or all of the Restricted Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) " (as defined in Rule 144A promulgated under the Securities Act) ("QIBS"), or and (ii) are not “U.S. persons” (as defined to persons permitted to purchase the Restricted Notes in offshore transactions in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Act (each such subsidiary a "REGULATION S PURCHASER") (QIBs and Regulation S Purchasers being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchaser will offer the Restricted Notes to Eligible Purchasers initially at a price equal to the percentage of the Notes principal amount thereof set forth on the cover page of the Offering Memorandum. Holders (including Subsequent Purchaserssubsequent transferees) of the Restricted Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Restricted Notes constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to file (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein (A) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes two new series of the Company's Senior Notes of like amounts having identical terms (the "EXCHANGE NOTES") to be offered in exchange for the Restricted Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), "EXCHANGE OFFER") and/or (bB) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, Restricted Notes and (ii) to use all commercially its reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Restricted Notes, and the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Agreement are collectively referred to herein as the “Transaction "OPERATIVE Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, Issuers that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes to be (ia) are “"qualified institutional buyers” (“QIBs”) (," as defined in Rule 144A under the Securities ActAct ("QIBS"), or (iib) are not “U.S. persons” (institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation S D under the Securities Act) , that make certain representations and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant warranties to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Issuers (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” "ACCREDITED INVESTORS" and, together with the NotesQIBs, the “Securities”"ELIGIBLE PURCHASERS"). Holders of the Series A Notes (including Subsequent Purchaserssubsequent transferees) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto"REGISTRATION RIGHTS AGREEMENT"), to be executed on and dated as of the Closing Date (as hereinafter defined)Date. Pursuant to the Registration Rights Agreement, the Company Issuers and the Guarantors will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the 11.653% Senior Secured Notes due 2007, Series B, of the Issuers (the "SERIES B NOTES"), identical in all material respects to the Series A Notes, including with respect to the Guarantees thereof (except that the Series B Notes shall have been registered pursuant to such registration statement), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”"REGISTERED EXCHANGE OFFER"), and/or and (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") relating to the resale by certain holders of the Series A Notes. On the Closing Date, (ii) use all commercially reasonable efforts the Grantors will enter into certain security and pledge agreements, mortgages and certain other documents, that will provide for the grant of the Security Interests in the Collateral to cause the Registration Statement or the Shelf Registration StatementTrustee, as secured party (in such capacity, the case may be"SECURED PARTY"), to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness will prohibit transfer or mortgage of the Shelf Registration Statementcertain leasehold interests, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to benefit of the holders of the Notes (such documents, collectively (including the Agreement Regarding Ground Lease (as defined below)), the "SECURITY DOCUMENTS"). The Security Interests will secure the payment and performance when due of all of the obligations of the Majestic Entities under certain circumstances the Indenture, the Notes and the Security Documents. Also on the Closing Date, the Company, Parent, Majestic Star and Barden Development, Inc., an Indiana corporation, will enter into the Xxxxxx Agreement (as defined in the Indenture). In addition, on the Closing Date, the Issuers expect to enter into a new senior secured credit facility (the "NEW CREDIT FACILITY"). In connection with entering into the New Credit Facility, the Trustee and the lender under the New Credit Facility shall enter into an Intercreditor Agreement, to be set forth dated as of the Closing Date, in a form reasonably satisfactory to the Registration Rights Initial Purchaser, which form shall be attached as an exhibit to the Indenture (the "INTERCREDITOR AGREEMENT"). The Series A Notes are being sold in connection with a financing related to the acquisition by the Company and the Subsidiaries (as defined below) of substantially all of the assets of Fitzgeralds Las Vegas, Inc. ("FLV"), 101 Main Street Limited Liability Company ("FBH") and Fitzgeralds Missxxxxxxx, Xxx. ("FM" and, collectively with FLV and FBH, the "FITZGERALDS COMPANIES"; such assets, collectively, the "FITZGERALDS PROPERTIES"; and such acquisition, the "FITZGERALDS ACQUISITION"), pursuant to a Purchase and Sale Agreement, dated as of November 22, 2000, as amended as of December 4, 2000, and as further amended November 1, 2001 (the "PURCHASE AND SALE AGREEMENT"), by and among the Company (as assignee of Majestic Investor, LLC (the "PARENT")), the Fitzgeralds Companies and Fitzgeralds Gaming Corporation. This Agreement, the Indenture, the Member Agreement, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Guarantees and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Security Documents collectively are collectively referred to herein as the “Transaction "OPERATIVE DOCUMENTS." The Purchase and Sale Agreement, together with the Operative Documents”, and all other documents or instruments executed by either of the Issuers or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby collectively are collectively referred to herein as the “Transactions"TRANSACTION DOCUMENTS.” Nothing " The New Credit Facility and the Intercreditor Agreement, together with all other documents or instruments executed by the Majestic Entities in connection with the transactions contemplated thereby, collectively are referred to herein as the "BANK DOCUMENTS" and, together with the Transaction Documents, the "DOCUMENTS." The transactions contemplated by the Operative Documents, including, without limitation, the Offering and the application of the proceeds therefrom as described in the Offering Circular, the issuance and sale of the Notes in accordance with this Agreement and the creation, grant, recording and perfection of the Security Interests, collectively are referred to herein as the "OPERATIVE TRANSACTIONS" and, collectively with the transactions contemplated by the other Documents, including without limitation the Fitzgeralds Acquisition and the borrowing (if any) under the New Credit Facility, the "TRANSACTIONS." Each reference in this Agreement should be read (including, without limitation, in any representation or warranty) to limit or otherwise modify the terms and provisions "COMPANY," to "CAPITAL," to the "ISSUERS," to "SUBSIDIARIES" of the Engagement LetterCompany, provided thatCapital or the Issuers, to "SUBSIDIARIES," to "Guarantors," to "GRANTORS" or to "MAJESTIC ENTITIES," or to the businesses, properties or assets of any of the foregoing, whether in the event any terms of singular or plural, shall be deemed to be a reference to such entity or entities both before and immediately after giving effect to the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall governFitzgeralds Acquisition.

Terms of Offering. The Each Initial Purchaser has advised the Company, and the Company understands, that the such Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the such Initial Purchaser hereunder on the terms that will be set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “Subsequent Purchasers”) whom the such Initial Purchaser reasonably believes (i) are reasonably believes to be “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act, as such may be amended from time to time (“QIBs”), or (ii) are not reasonably believes (based upon written representations made by such persons to such Initial Purchaser) to be institutional “U.S. personsaccredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Accredited Investors”) or (iii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined)Date. Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the “SEC”) (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) ), which shall be identical in all material respects to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreementcircumstances. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Exchange Notes and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents.”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has advised the CompanyIssuers, and the Company understandsIssuers understand, that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes Units purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “Subsequent Purchasers”"SUBSEQUENT PURCHASERS") whom the Initial Purchaser reasonably believes (i) are “reasonably believes to be "qualified institutional buyers” " (“QIBs”"QIBS") (as defined in Rule 144A under the Securities Act), or as such may be amended from time to time, (ii) are not “U.S. persons” reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be institutional "accredited investors" ("ACCREDITED INVESTORS") as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, (iii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Securities ActAct or (iv) reasonably believes to be a purchaser referred to in the Final Canadian Offering Memorandum under the caption "Representation and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Agreement by Purchasers." Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured secured basis, to each holder of Subsidiary Notes and the Trustee, the payment and performance of Sport Maska's obligations under the Indenture and Subsidiary Notes (the "PARENT GUARANTEE") and Sport Maska shall fully and unconditionally guarantee, on a senior secured basis, to each holder of Parent Notes and the Trustee, the payment and performance of the Company's obligations under the Indenture and the Parent Notes (the "SPORT MASKA Guarantee"). All Restricted Subsidiaries (as defined in the Indenture) of the Company, excluding the Company's Finnish subsidiaries, jointly and severally, shall fully and unconditionally guarantee, on a senior secured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s 's obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” "SUBSIDIARY GUARANTOR" and each such guarantee being referred to herein as a “Guarantee” and"GUARANTEE;" PROVIDED, together with HOWEVER, that the Notessecurity interest in the assets of Jofa AB, the “Securities”). Holders of the Notes (including Subsequent Purchasers) Company's Swedish subsidiary, will have the registration rights set forth in the registration rights agreement applicable be limited to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined$15,000,000). Pursuant to the Registration Rights AgreementCollateral Agreements (as defined in the Indenture) to be entered into by the Issuers, the Company Subsidiary Guarantors and the Trustee on the Closing Date, the Notes and Guarantees will agreebe secured by substantially all of the Issuers' tangible and intangible assets and the tangible and intangible assets of the Issuers' Restricted Subsidiaries, among excluding the Company's Finnish subsidiaries, subject to the prior ranking claims on accounts receivable, inventories and other thingsassets by the lenders under the Issuers' and the Company's Restricted Subsidiaries' seasonal working capital facilities, to (i) file with and by a pledge of the SEC stock of the Company's first-tier Finnish subsidiary. (a) a registration statement under the Securities Act relating to Senior Secured Note Units (the “"EXCHANGE UNITS") which shall be identical to the Units (except that the Exchange Offer Registration Statement”Units shall have been registered pursuant to such registration statement) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Units (such offer to exchange being referred to as the “Exchange Offer”"EXCHANGE OFFER"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Units. The Exchange Offer or maintain the effectiveness Units will constitute substitute evidence of the Shelf Registration Statement, in each case, within or for indebtedness originally evidenced by the time periods specified in the Registration Rights Agreement, and subject to the provisions contained thereinUnits. If required under the Registration Rights Agreement, the Company Issuers will issue Exchange Notes Units to the Initial Purchaser (the “Private Exchange Notes”"PRIVATE EXCHANGE UNITS"). If the Company fails Issuers fail to satisfy its their obligations under the Registration Rights Agreement, it they will be required to pay additional interest to the holders of the Notes Units under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactionscircumstances.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, ----------------- that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Notes -------------- purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act)Act ("QIBs", or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being also referred to herein as ---- "Eligible Purchasers"), or to non-U.S. persons ("Regulation S Buyers") in ------------------- accordance with Rule 903 under the Act. The Initial Purchasers will offer the Notes to Eligible Purchasers and Regulation S Buyers initially at a “Guarantor” and each such guarantee being referred price equal to herein as a “Guarantee” and, together with 83.978% of the Notes, the “Securities”)principal amount at maturity thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Notes (including Subsequent Purchasers) Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially ----------------------------- the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Securities constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights ------------------------------ Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") a registration statement ---------- under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstancescircumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "Registration Statement”") relating to ---------------------- the resale by certain holders of the Notes, (ii) Securities and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."Operative Documents". -------------------

Terms of Offering. The Initial Purchaser has advised the CompanyIssuer, and the Company Issuer understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Circular solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are reasonably believes to be “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), Act (“QIBs”) or (ii) are not reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Act (together with QIBs, the “U.S. personsEligible Purchasers”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the Registration Rights Agreement applicable to the Notes (the “Registration Rights Agreement”) to be dated the Closing Date for so long as such Notes constitute “Transfer Restricted Securities” (as defined in Regulation S the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer will agree, among other things, to file with the Securities and Exchange Commission (“SEC”) under the Securities Actcircumstances set forth therein (i) a registration statement (the “Exchange Registration Statement”) relating to an offer (the “Exchange Offer”) to exchange the Notes for debt securities substantially identical to the Notes (the “Exchange Notes”), and in compliance the Guarantors’ unconditional guarantee of the Exchange Notes (the “Exchange Note Guarantees”), that have been registered pursuant to an effective registration statement under the Act and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the laws applicable Exchange Offer Registration Statement, the “Registration Statements”) relating to such persons in jurisdictions outside the resale by certain holders of the United StatesNotes. Pursuant to the Indenture, all Domestic Restricted Subsidiaries on the Closing Date the subsidiaries of the Company Issuer listed on Schedule II hereto and denoted with an asterisk (*) shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and full performance of the CompanyIssuer’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and”). Certain of the Guarantors (the “Secured Guarantors”), together which are denoted with a pound sign (#) on Schedule II hereto, have agreed to secure their Guarantees by granting to U.S. Bank National Association, as collateral agent (the “Collateral Agent”), for the benefit of the holders of the Notes and the Trustee (collectively, the “Secured Parties”), security interests in or pledges of (the “Security Interests”) the Collateral (as such term is defined in the Description of Notes section of the Final Offering Circular). On the Closing Date, the Issuer and the Secured Guarantors will enter into the collateral agreements listed on Schedule III hereto (the “Security Agreements”), which will provide for the grant of the Security Interests. Substantially concurrently with the sale of the Notes, Lxxxxxx Group LLC proposes to enter into an amended senior secured credit facility by and among Lxxxxxx Group LLC, 100 Maple LLC and Wachovia Bank, National Association providing for up to $50.0 million of revolving credit borrowings by Lxxxxxx Group LLC (the “SecuritiesCredit Facility”). Holders In connection with the execution and delivery of the Notes (including Subsequent Purchasers) Credit Facility, Lxxxxxx Group LLC, Wachovia Bank, National Association, the Trustee and the Collateral Agent will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights enter into an Intercreditor and Subordination Agreement”) in the form attached as Exhibit A hereto, to which shall be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (idefined below) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for Intercreditor Agreement” and, together with the Notes (Security Agreements, the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange OfferCollateral Documents”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, Holdings that the Initial Purchaser will Purchasers may make offers to sell (the “"Exempt Resales”") some or all of the Notes Securities purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum hereunder, solely (i) to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or (ii) are not “U.S. persons” (as defined to persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") and (iii) to a limited number of institutional "accredited investors" as defined in compliance with the laws applicable to Rule 501(a)(1), (2), (3) or (7) ("Accredited Investors") (such persons specified in jurisdictions outside of the United States. Pursuant to the Indentureclauses (i), all Domestic Restricted Subsidiaries of the Company shall fully (ii) and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary iii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders (including subsequent transferees) of the Series A Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) in the form attached as Exhibit A hereto"), to be executed on and dated as of the Closing Date Date, in substantially the form of Exhibit D hereto, for so long as such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company Holdings will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes Holdings' 15% Series B Senior Discount Notes Due 2007 (the "Series B Notes"), to be offered in exchange for the Series A Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all its commercially reasonable best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Securities are being offered and sold by Holdings in part to finance the transactions contemplated by that certain Asset Purchase Agreement, dated as of March 24, 1999 (the "Asset Purchase Agreement"), by and among Crown Paper Co., Crown Vantage New Hampshire Electric, Inc. and Berlin Xxxxx Railway, Inc., as sellers (collectively, "Crown"), Pulp & Paper of America LLC ("PPA") and the Company, pursuant to which PPA and/or its designees will, upon the terms and subject to the provisions contained conditions set forth therein, acquire certain assets of Crown, including, without limitation, the Xxxxxxx Pulp Mill in Berlin, New Hampshire and the Cascade Paper Mill in Gorham, New Hampshire (together, the "Xxxxxx-Xxxxxx Xxxxx"). If required under In connection with these transactions, the Company entered into a Purchase Agreement ("Company Notes Purchase Agreement") dated as of July 1, 1999 among the Company, the other Designated Subsidiaries and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation ("Company Notes Purchaser") and will enter into on the date hereof (a) an indenture (the "Company Notes Indenture") pursuant to which the Series A Company Notes will be issued, (b) a registration rights agreement (the "Company Notes Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest ") providing certain registration rights to the holders of Series A Company Notes, (c) the Collateral Documents (as defined in the Company Notes under certain circumstances Indenture) pursuant to be which the Company and the other Designated Subsidiaries have agreed, among other things, to grant (i) a first priority security interest in their respective property, plant and equipment as set forth in the Registration Rights Collateral Documents and (ii) a second priority security interest in their respective property, accounts receivable and inventory as set forth in the Collateral Documents, in the case of each of clauses (i) and (ii) subject to certain exceptions and otherwise in accordance with the terms of the Company Notes Indenture and the Collateral Documents, and (d) a Revolving Credit Facility (as defined in the Company Indenture). The Initial Purchasers and their direct and indirect transferees of the Securities will also be entitled to the benefits of the Securities Pledge Agreement dated as of the Closing Date made by Holdings in favor of the Initial Purchasers (the "Securities Pledge Agreement") pursuant to which Holdings has agreed to grant to the Trustee a first priority security interest in all the Company's capital stock to secure Holdings' obligations under the Indenture and certain obligations under the Stockholders Agreement. This Agreement, the Indenture, the Notes, the Warrants, the Warrant Shares, the Warrant Agreement, the Registration Rights Agreement, the Securities Pledge Agreement, the Stockholders Agreement, the Company Notes Purchase Agreement, the Company Notes Indenture, the Company Notes, the GuaranteesCompany Notes Registration Rights Agreement, the Engagement Letter dated May 9, 2011 Subsidiary Guarantees (the “Engagement Letter”) between as defined in the Company Notes Purchase Agreement) and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Collateral Documents are collectively hereinafter sometimes referred to herein collectively as the “Transaction "Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Senior Discount Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBS"), or and (ii) are not “U.S. persons” (as defined to persons permitted to purchase the Senior Discount Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders The Initial Purchaser will offer the Senior Discount Notes to Eligible Purchasers initially at a price equal to 51.944% of the Notes principal amount at maturity thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Senior Discount Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Senior Discount Notes constitute "TRANSFER RESTRICTED SECURITIES" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to notes the Company's 13 1/2% Senior Discount Notes Due 2008 (tHE "NEW SENIOR DISCOUNT NOTES"), to be offered in exchange for the Senior Discount 5 Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or "EXCHANGE OFFER") and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement”, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Notes, (ii) Senior Discount Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"OPERATIVE DOCUMENTS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to offer and sell (the “Exempt Resales”) some or all of the Notes Securities purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are believe to be “qualified institutional buyers” as defined in Rule 144A of the Act (“QIBs”) (as defined in Rule 144A or to persons outside the United States under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes Act (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” andpersons, together with the NotesQIBs, the “SecuritiesEligible Purchasers”). Holders The Initial Purchasers will offer the Securities to Eligible Purchasers initially at a price equal to 100.000% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date Date, in substantially the form of Schedule D hereto, for so long as such Securities constitute “Transfer Restricted Securities” (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes a new series of the Company’s 7 1/8% Senior Notes due 2013 guaranteed by the Guarantors (the “Series K Notes” and, together with the Securities, the “Notes”), to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Securities (such offer to exchange being referred to as the “Exchange Offer”), and/or ) and the Guarantees by the Guarantors thereof and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Notes, (ii) Securities and to use all commercially reasonable their best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, consummate the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “TransactionsOffer.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, initially all direct and indirect Domestic Restricted Subsidiaries of the Company (other than Immaterial Subsidiaries) shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A agreed to by the parties hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional special interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter Letter, dated May 9February 1, 2011 2011, between the Company and Xxxxxxxxx & Company, Inc. (the “Engagement Letter”) ), the Purchase and Sale Agreement, dated January 13, 2011, between Anglo-Suisse Offshore Partners, LLC, a Delaware limited liability company (“ASOP”), and the Company (the “Purchase and the Initial PurchaserSale Agreement”), the Exchange Notes, Notes and the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the CompanyIssuers, and the Company understandsIssuers understand, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes Offered Securities purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Time of Sale Document to persons (the “Subsequent Purchasers”) (the first time when sales of the Securities are made is referred to as the “Time of Sale”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes Securities (including Subsequent Purchasers) will have be entitled to the registration rights set forth in the benefits of a registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company Issuers will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes Securities (the “Exchange NotesSecurities”) which shall be identical to the NotesSecurities, except that the issuance of the Exchange Notes Securities shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained thereinSecurities. If required under the Registration Rights Agreement, the Company Issuers will issue Exchange Notes Securities to the Initial Purchaser Purchasers (the “Private Exchange NotesSecurities”). If the Company fails Issuers fail to satisfy its their obligations under the Registration Rights Agreement, it the Issuers will be required to pay additional interest to the holders of the Notes Securities under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Collateral Documents, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9April 18, 2011 2013 (the “Engagement Letter”) between the Company Issuers and the Initial PurchaserXxxxxxxxx LLC, the Exchange Notes, Securities and the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Securities are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should shall be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes Purchasers (i) are reasonably believe to be “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or as such may be amended from time to time, (ii) are not reasonably believe (based upon written representations made by such persons to the Initial Purchasers) to be institutional “U.S. personsaccredited investors” (“Accredited Investors”) as defined in Rule 501(a)(1), (2), (3) or (7) under the Act or (iii) reasonably believe to be non-U.S. persons in reliance upon Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (Date, as hereinafter defined)such term is defined below. Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (the “SEC”) (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) ), which shall be substantially identical to the Notes, Notes (except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and such registration statement, will not be subject to restrictions on transfer or contain additional interest provisions, ) to be offered in exchange for the Notes (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreementcircumstances. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the GuaranteesExchange Notes and the Escrow Agreement (as defined below) are referred to herein as the “Offering Documents.” At or prior to the Escrow Release Date (as defined below), the Engagement Letter Company will acquire from Frontline all of the outstanding capital stock or other equity interests of each of the Subsidiaries (as defined below), subject to and pursuant to a fleet purchase agreement, dated May 9as of the date hereof, 2011 (the “Engagement Letter”) between the Company and Frontline (the Initial Purchaser“Fleet Purchase Agreement”). Pursuant to the Fleet Purchase Agreement and in substantially the forms attached as exhibits thereto, the Exchange NotesCharter Ancillary Agreement, Time Charters, Management Agreements, Administrative Services Agreement and Performance Guarantee will be executed by the Private Exchange Notes and parties thereto. Such agreements, together with the Revolving Credit Facility, if executed on or before the Closing DateFleet Purchase Agreement, are collectively referred to herein as the “Transaction Fleet Purchase Documents.”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “"Exempt Resales”") some or all of the Series A Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities ActAct ("QIBs"), or and (ii) are not “U.S. persons” (as defined persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities ActAct (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial Purchasers will offer the Series A Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Series A Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Series A Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, agree to (i) file with the SEC Securities and Exchange Commission (athe "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating to notes the Company's 10% SeriesyB Senior Subordinated Notes Due 2006 (the "Series B Notes"), to be offered in exchange for the SeriesyA Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”), and/or ") and (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Notes, (ii) Series A Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction "Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, ----------------- that the Initial Purchaser will make offers to sell (the “"Exempt Resales”") some or all of the Senior -------------- Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Memorandum Memorandum, as amended or supplemented, solely to (i) persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (more than ten other ---- institutional "accredited investors," as defined in Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act, that make certain representations and agreements to the Company (each, an "Accredited Institution") (such persons specified in clauses ---------------------- (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"Eligible Purchasers"). Holders The Initial ------------------- Purchaser will offer the Senior Notes to Eligible Purchasers initially at a price equal to 100% of the Notes principal amount thereof. Such price may be changed at any time without notice. Holders (including Subsequent Purchaserssubsequent transferees) of the Senior Notes will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “"Registration Rights Agreement”) "), to be dated the Closing Date, in substantially ----------------------------- the form attached as of Exhibit A hereto, to be executed on and dated for so long as of the Closing Date such Senior Notes constitute "Transfer Restricted Securities" (as hereinafter defineddefined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agreeagree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, among other things, to (i) file with the SEC (a) a registration ---------- statement under the Securities Act (the “"Exchange Offer Registration Statement”") relating ------------------------------------- to notes the Company's 11 1/4% Senior Notes (the "Exchange Notes"), to be offered in -------------- exchange for the Senior Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “"Exchange Offer”)") and the Subsidiary Guarantees thereof and, and/or (b) under in certain -------------- circumstances, (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “"Shelf Registration Statement”" and, together with the Exchange ---------------------------- Offer Registration Statement, the "Registration Statements") relating to the ----------------------- resale by certain holders of the Notes, (ii) Senior Notes and to use all commercially reasonable its best efforts to cause the such Registration Statement or the Shelf Registration Statement, as the case may be, Statements to be declared and remain effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or usable for the time periods specified in the Registration Rights Agreement, Agreement and subject to consummate the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights AgreementOffer. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the GuaranteesConsent and Amendment No. 4 to Credit Agreement, to be dated as of July 31, 1997, among the Company, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Guarantors and the Initial Purchaserlenders signatory thereto, the Exchange Notes, the Private Exchange Notes Subsidiary Guarantees and the Revolving Credit Facility, if executed on or before the Closing Date, Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Transaction "Operative Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern." -------------------

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes believe are (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act) (“QIBs”), or and (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, The Notes will be guaranteed on a senior unsecured basis, to basis by each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under U.S. subsidiaries signatory hereto (the Indenture and the Notes (each “Guarantors”). The corresponding guarantees of such subsidiary being Guarantors are referred to herein as a the “Guarantor” and each such guarantee being referred to herein as a “GuaranteeGuarantees” and, together with the Notes, the “Securities”). .” Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the a registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Guarantees and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby thereby, including the PiC Transactions, are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.”

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Notes purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Time of Sale Document to persons (the “Subsequent Purchasers”) (the first time when sales of the Securities are made is referred to as the “Time of Sale”) whom the Initial Purchaser Purchasers reasonably believes believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”). Holders of the Notes (including Subsequent Purchasers) will have be entitled to the registration rights set forth in the benefits of a registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) in the form attached as Exhibit A hereto), to be executed on and dated as of the Closing Date (as hereinafter defined), among the Company, the Guarantors and the Representative. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes, (ii) use all commercially reasonable efforts to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated May 9, 2011 (the “Engagement Letter”) between the Company Exchange Notes and the Initial Purchaser, the Exchange Notes, the Private Exchange Notes and the Revolving Credit Facility, if executed on or before the Closing Date, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.”

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company, and the Company understands, Issuer that the Initial Purchaser Purchasers will make offers to sell (the “Exempt Resales”"EXEMPT RESALES") some or all of the Notes Offered Securities purchased by the Initial Purchaser Purchasers hereunder on the terms set forth in the Final Offering Memorandum Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes (i) are “persons whom the Purchasers reasonably believe to be "qualified institutional buyers” (“QIBs”) (" as defined in Rule 144A under the Securities Act), or Act ("QIBs") and (ii) are not “U.S. persons” (a limited number of institutional "accredited investors," as defined in Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities ActAct ("ACCREDITED INVESTORS") (such persons specified in clauses (i) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of the Notes and the Trustee, the payment and performance of the Company’s obligations under the Indenture and the Notes (each such subsidiary ii) being referred to herein as a “Guarantor” and each such guarantee being referred to herein as a “Guarantee” and, together with the Notes, the “Securities”"ELIGIBLE PURCHASERS"). Holders of the Notes (including Subsequent Purchaserssubsequent transferees) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the “Registration Rights Agreement”"NOTES REGISTRATION RIGHTS AGREEMENT") in the form attached as Exhibit A hereto, to be executed on and dated as of the Closing Date (defined below). Holders of the Senior Preferred Stock (including subsequent transferees) will have the registration rights set forth in the registration rights agreement (the "PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT" and, together with the Notes Registration Rights Agreement, the "REGISTRATION RIGHTS AGREEMENTS"), to be executed on and dated as hereinafter defined)of the Closing Date. Pursuant to the Registration Rights AgreementAgreements, the Company Issuer will agree, among other things, to (i) file with the SEC Securities and Exchange Commission (athe "COMMISSION") (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to, among other things, the 10-3/4% Series D Senior Notes due 2006 of the Issuer (the "EXCHANGE SENIOR NOTES"), and the 13% Series B Senior Exchangeable Preferred Stock Due 2007 of the Issuer (the "EXCHANGE SENIOR PREFERRED STOCK" and, together with the Exchange Senior Notes, the "EXCHANGE SECURITIES") identical in all material respects to notes the Notes and the Senior Preferred Stock (except that the Exchange Securities shall have been registered pursuant to such registration statement) to be offered in exchange for the Notes (and the “Exchange Notes”) which shall be identical to the Notes, except that the issuance of the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, Senior Preferred Stock (such offer to exchange being referred to as the “Exchange "REGISTERED EXCHANGE Offer”), ") and/or (bii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”"SHELF REGISTRATION STATEMENT") relating to the resale by certain holders of the NotesNotes and the Senior Preferred Stock. Collectively, (ii) use all commercially reasonable efforts the Offered Securities and the Exchange Securities shall be referred to cause the Registration Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and (iii) use all commercially reasonable efforts to consummate the Exchange Offer or maintain the effectiveness of the Shelf Registration Statement, in each case, within or for the time periods specified in the Registration Rights Agreement, and subject to the provisions contained therein. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchaser (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. "SECURITIES." This Agreement, the Indenture, the Certificate of Designation, the Registration Rights AgreementAgreements, the Notes, the GuaranteesSenior Preferred Stock, the Engagement Letter dated May 9Asset Purchase Agreement and all other documents or instruments executed by the Issuer or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby are referred to herein as the "DOCUMENTS." The transactions contemplated by the Documents, 2011 including, without limitation, (a) the “Engagement Letter”) between the Company Offering and the Initial Purchaser, use of the Exchange Notes, proceeds therefrom as described in the Private Exchange Notes Offering Circular and (b) the Revolving Credit Facility, if executed on or before the Closing DateAcquisition, are collectively referred to herein as the “Transaction Documents”, and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions"TRANSACTIONS.” Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern."