Common use of Terms of Offering Clause in Contracts

Terms of Offering. The Initial Purchaser has advised the Company that the Initial Purchaser will make offers (the "EXEMPT RESALES") of the Notes purchased hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'S"). 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 (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "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 Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, solely Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes to be "(i) are “qualified institutional buyers" ” (“QIBs”) (as defined in Rule 144A under the Act Securities Act), or ("QIB'S"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”). The Initial Purchaser will offer Holders of 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 (including subsequent transfereesSubsequent Purchasers) 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, “Registration Rights Agreement”) in substantially the form of attached as Exhibit A hereto, for so long to be executed on and dated as such Securities constitute "RESTRICTED SECURITIES" of the Closing Date (as defined in the Registration Rights Agreementhereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree agree, among other things, to (i) file with the SEC (a) a registration statement under the Securities and Exchange Commission Act (the "COMMISSION"“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 the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the resale by certain holders of the Securities and to Notes, (ii) use all commercially reasonable best efforts to cause such the Registration Statements Statement or the Shelf Registration Statement, as the case may be, to be declared effective under the Securities Act and remain effective and usable (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 Registration Rights Agreement transactions contemplated hereby and thereby are hereinafter sometimes collectively referred to collectively herein as the "OPERATIVE DOCUMENTS“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 that the Initial Purchaser will make offers (the "EXEMPT RESALESExempt Resales") of the Series A Notes purchased hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBs") and (ii) 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 together with the QIBs, the "Eligible Purchasers"). The Initial Purchaser will offer the Series A Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities Series A Notes will have the registration rights set forth in the registration rights agreement Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), ) to be dated the Closing DateDate (as defined below), in substantially the form of Exhibit A hereto, for so long as such Securities Series A Notes constitute "RESTRICTED SECURITIESTransfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSIONCommission"), ) under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to 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 (ii) a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENTShelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Securities Series A Notes, and to use all reasonable its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, Agreement and to consummate the Indenture, the Notes, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTSExchange Offer."

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 Purchasers hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, solely Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes to be "believe are (i) “qualified institutional buyers" ” (as defined in Rule 144A under the Act Securities Act) ("QIB'S"“QIBs”), 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. The Notes will be guaranteed on a senior unsecured basis by each of the Company’s U.S. subsidiaries signatory hereto (the “Guarantors”). The Initial Purchaser will offer corresponding guarantees of such Guarantors are referred to herein as the “Guarantees” and, together with the Notes, the “Securities.” Holders of 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 (including subsequent transfereesSubsequent Purchasers) of the Securities will have the registration rights set forth in the a registration rights agreement applicable to the Notes (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" (as defined in the “Registration Rights Agreement”) to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree agree, among other things, to file with the SEC (a) a registration statement under the Securities and Exchange Commission Act (the "COMMISSION"“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 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 the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the resale by certain holders of the Securities and Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to use all reasonable best efforts the Initial Purchasers (the “Private Exchange Notes”). If the Company fails to cause such satisfy its obligations under the Registration Statements Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be declared and remain effective and usable for the periods specified set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees and the Exchange Notes are collectively referred to herein as the “Transaction Documents”, and the Registration Rights Agreement transactions contemplated hereby and thereby are hereinafter sometimes collectively referred to collectively herein as the "OPERATIVE DOCUMENTS“Transactions."”

Terms of Offering. The Initial Purchaser has advised the Company Issuer that the Initial Purchaser will make offers (the "EXEMPT RESALESExempt Resales") of the Notes Units purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIB'SQIBs"), and (ii) persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Securities Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and (ii) being referred to herein as the "Eligible Purchasers"). The Initial Purchaser will offer the Notes Units to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof$970.00 per Unit. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities Series A Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities Series A Notes constitute "RESTRICTED SECURITIESTransfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "COMMISSIONCommission"), ) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to 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 (such offer to exchange being referred to as the "Exchange Offer") and the Subsidiary Guarantees thereof (the "Series B Guarantees") and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENTShelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Securities Series A Notes and to use all their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. 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"), to be dated the Closing Date. This Pursuant to the Warrant Registration Rights Agreement, Holdings will agree to grant to the Indenture, holders of the Notes, Warrant Shares the right to require Holdings to file a shelf registration statement (the "Warrant Registration Statement") covering resales of the Warrants and Warrant Shares and the exercise of the Warrants purchased pursuant to such Warrant Registration Rights Agreement are hereinafter sometimes referred Statement and to collectively as the "OPERATIVE DOCUMENTSuse 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"“Exempt Resales”) some or all of the Notes purchased by the Initial Purchasers hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, solely Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers reasonably believes to be "believe are (i) “qualified institutional buyers" ” (as defined in Rule 144A under the Act Securities Act) ("QIB'S"“QIBs”), 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. The Notes will be guaranteed on a senior unsecured basis by each of the Company’s U.S. subsidiaries signatory hereto (the “Guarantors”). The Initial Purchaser will offer corresponding guarantees of such Guarantors are referred to herein as the “Guarantees” and, together with the Notes, the “Securities.” Holders of 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 (including subsequent transfereesSubsequent Purchasers) of the Securities will have the registration rights set forth in the a registration rights agreement applicable to the Notes (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" (as defined in the “Registration Rights Agreement”) to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree agree, among other things, to file with the SEC (a) a registration statement under the Securities and Exchange Commission Act (the "COMMISSION"“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 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 the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the resale by certain holders of the Securities and Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to use all reasonable best efforts the Initial Purchasers (the “Private Exchange Notes”). If the Company fails to cause such satisfy its obligations under the Registration Statements Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be declared and remain effective and usable for the periods specified set forth in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Notes, the Guarantees and the Exchange Notes are collectively referred to herein as the “Transaction Documents”, and the Registration Rights Agreement transactions contemplated hereby and thereby, including the PiC Transactions, are hereinafter sometimes collectively referred to collectively herein as the "OPERATIVE DOCUMENTS“Transactions."”

Terms of Offering. The Initial Purchaser has advised the Company Issuer, and the Issuer understands, that the Initial Purchaser will make offers (the "EXEMPT RESALES"“Exempt Resales”) of the Notes purchased hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser (i) reasonably believes to be "“qualified institutional buyers" ” as defined in Rule 144A under the Act ("QIB'S"“QIBs”) or (ii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Act (together with QIBs, the “Eligible Purchasers”). The Initial Purchaser will offer Holders of 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 (including subsequent transfereesSubsequent Purchasers) of the Securities will have the registration rights set forth in the registration rights agreement Registration Rights Agreement applicable to the Notes (the "REGISTRATION RIGHTS AGREEMENT"), “Registration Rights Agreement”) to be dated the Closing Date, in substantially the form of Exhibit A hereto, Date (as defined below) for so long as such Securities Notes constitute "RESTRICTED SECURITIES" “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company Issuer will agree agree, among other things, to file with the Securities and Exchange Commission (the "COMMISSION"), SEC under the circumstances set forth therein, a shelf registration statement relating to the Notes and the Conversion Stock pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities “Registration Statement”), and to use all its reasonable best efforts to cause such Registration Statements Statement to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, subject to exceptions and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTSqualifications set forth therein."

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 RESALESExempt Resales") some or all of the Notes purchased by the Initial Purchasers hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, solely Memorandum to persons (the "Subsequent Purchasers") whom the Initial Purchaser Purchasers reasonably believes to be believe (i) are "qualified institutional buyers" ("QIBs") (as defined in Rule 144A under the Act Securities Act), or (ii) are not "QIB'SU.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 secured 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"). The Initial Purchaser Pursuant to the terms of the Collateral Agreements, all of the obligations under the Securities and the Indenture will offer 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 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 (including subsequent transfereesSubsequent Purchasers) of the Securities will have the registration rights set forth in the registration rights agreement applicable to the Notes (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), to be dated the Closing Date, ) in substantially the form of attached as Exhibit A hereto, for so long to be executed on and dated as such Securities constitute "RESTRICTED SECURITIES" of the Closing Date (as defined in the Registration Rights Agreementhereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree agree, among other things, to file with the SEC (a) a registration statement under the Securities and Exchange Commission Act (the "COMMISSIONExchange 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 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 the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENTShelf Registration Statement") relating to the resale by certain holders of the Securities and Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to use all reasonable best efforts the Initial Purchasers (the "Private Exchange Notes"). If the Company fails to cause such satisfy its obligations under the Registration Statements Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be declared and remain effective and usable for the periods specified 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 April 16, 2010 (the "Engagement Letter") between the Company and Jefferies, the Exchange Notes and the Private Exchange Notes are collectively referred to herein as the "Documents", and the Registration Rights Agreement transactions contemplated hereby and thereby are hereinafter sometimes collectively referred to collectively herein as the "OPERATIVE DOCUMENTSTransactions."" 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 Purchasers have advised, and represent and warrant to, the Company that the Initial Purchaser Purchasers will make offers and sales (the "EXEMPT RESALES") of the Restricted Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIBS"), and (ii) to persons permitted to purchase the Restricted Notes in offshore transactions in reliance upon Regulation S under the Act as so defined in Rule 144A (each a "REGULATION S PURCHASER") (QIB'S's and Regulation S Purchasers being referred to herein as the "ELIGIBLE PURCHASERS"). The Initial Purchaser Purchasers will offer the Restricted Notes to QIB's Eligible Purchasers initially at a price equal to 100% the percentage of the principal amount thereof. Such price may be changed at any time without noticethereof set forth on the cover page of the Offering Memorandum. Holders (including subsequent transferees) of the Securities Restricted Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities Restricted 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 to file with the Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."under

Terms of Offering. The Initial Purchaser has advised the Company, and the Company understands, that the Initial Purchaser will make offers (the "EXEMPT RESALES") to sell some or all of the Notes purchased by the Initial Purchaser hereunder on the terms set forth in the Final Offering Circular, as amended or supplemented, solely Circular to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes to be "(i) are “qualified institutional buyers" ” (“QIBs”) (as defined in Rule 144A under the Act Securities Act), or ("QIB'S"). The Initial Purchaser will offer 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, with the Notes being offered and sold to QIB's initially at a price equal the Subsequent Purchasers pursuant to 100% of an exemption from the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) registration requirements of the Securities Act (the “Exempt 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"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" (as defined in the “Registration Rights Agreement”) to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree agree, among other things, to file with the SEC (a) a registration statement under the Securities and Exchange Commission Act (the "COMMISSION"“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 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 the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the resale by certain holders of the Securities and Notes. If the Company fails to use all reasonable best efforts satisfy its obligations under the Registration Rights Agreement, it will be required to cause such Registration Statements pay additional interest to the holders of the Notes under certain circumstances to be declared and remain effective and usable for the periods specified 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 November 12, 2012 (the “Engagement Letter”) between the Company and the Registration Rights Agreement Initial Purchaser, the Exchange Notes and the Exchange Guarantees are hereinafter sometimes collectively referred to collectively herein as the "OPERATIVE DOCUMENTS“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 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 advised the Company that the Initial Purchaser will make offers and sales (the "EXEMPT RESALES") of the Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBS"), (such persons being referred to herein as the "ELIGIBLE PURCHASERS"). The Initial Purchaser will offer the Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially a form resonably acceptable to the form of Exhibit A heretoInitial Purchaser, for so long as such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), ) under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all its reasonable best efforts to cause such Registration Statements Statement to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, Notes and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."

Terms of Offering. The Initial Purchaser has advised the Company Issuers that the Initial Purchaser will make offers (the "EXEMPT RESALES") of the Series A Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBS"), and (ii) to persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Act (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and (ii) being referred to herein as the "ELIGIBLE PURCHASERS"). The Initial Purchaser will offer the Series A Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities Series A Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities Series A Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company Issuers will agree to file with the Securities and Exchange Commission (the "COMMISSION"), ) under the circumstances set forth therein, therein (i) a shelf registration statement pursuant to Rule 415 under the Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the resale by certain holders of Company's 10 1/4% Series B Senior Subordinated Notes (the Securities and to use all reasonable best efforts to cause such Registration Statements "SERIES B NOTES"), to be declared and remain effective and usable offered in exchange for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, Series A Notes and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."Subsidiary Guarantees thereof (such offer to

Terms of Offering. The Initial Purchaser has advised the Company Issuers that the Initial Purchaser will make offers (the "EXEMPT RESALESExempt Resales") of the Notes Units purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act (the "QIB'SEligible Purchasers"). The Initial Purchaser will offer the Notes Units to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof$1,000 per Unit. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities Series A Notes will have the registration rights set forth in the registration rights agreement with respect to the Series A Notes (the "REGISTRATION RIGHTS AGREEMENTA/B Registration Rights Agreement"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities Series A Notes constitute "RESTRICTED SECURITIESTransfer Restricted Securities" (as defined in the A/B Registration Rights Agreement). Pursuant to the A/B Registration Rights Agreement, the Company Insilco will agree to file with the Securities and Exchange Commission (the "COMMISSIONCommission"), ) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to Insilco's 12% Senior Subordinated Notes due 2007 (the "Series B Notes"), to be offered in exchange for the Series A Notes (such offer to exchange being referred to as the "Exchange Offer") and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENTNote Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Note Registration Statements") relating to the resale by certain holders of the Securities Series A Notes and to use all its reasonable best efforts to cause such Note Registration Statements to be declared and remain effective and usable for the periods specified in the A/B Registration Rights Agreement and to consummate the Exchange Offer. Holders (including subsequent transferees) of the Warrants will have the registration rights with respect to the Warrants set forth in the warrant registration rights agreement (the "Warrant Registration Rights Agreement. This ," and together with the A/B Registration Rights Agreement, the Indenture, the Notes, and the "Registration Rights Agreement are hereinafter sometimes referred Agreements"), to collectively be dated the Closing Date, in substantially the form of Exhibit B hereto, for so long as the Warrants or Warrant Shares constitute "OPERATIVE DOCUMENTS."Transfer Restricted Securities" (as defined in the Warrant Registration Rights Agreement). Pursuant to the Warrant Registration Rights Agreement, Holdings will agree to file with the Commission under the circumstances set forth therein, a shelf registration

Terms of Offering. The Initial Purchaser has advised the Company that the Initial Purchaser will make offers (the "EXEMPT RESALES"“Exempt Resales”) of the Notes purchased hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes to be "“qualified institutional buyers" ” as defined in Rule 144A under the Act ("QIB'S"“QIBs”). The Initial Purchaser will offer the Notes to QIB's QIBs initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"“Registration Rights Agreement”), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" “Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"“Commission”), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT"“Registration Statement”) relating to the resale by certain holders of the Securities and to use all reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS“Operative Documents."”

Terms of Offering. The Initial Purchaser has advised the Company Issuer, and the Issuer understands, that the Initial Purchaser will make offers (the "EXEMPT RESALES"“Exempt Resales”) of the Notes Debentures purchased hereunder on the terms set forth in the Offering Circular, as amended or supplemented, Circular solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser (i) reasonably believes to be "“qualified institutional buyers" ” as defined in Rule 144A under the Act ("QIB'S"“QIBs”) or (ii) reasonably believes to be non-U.S. persons in reliance upon Regulation S under the Act (together with QIBs, the “Eligible Purchasers”). The Initial Purchaser will offer the Notes to QIB's initially at a price equal to 100% Holders of the principal amount thereof. Such price may be changed at any time without notice. Holders Debentures (including subsequent transfereesSubsequent Purchasers) of the Securities will have the registration rights set forth in the registration rights agreement Registration Rights Agreement applicable to the Debentures (the "REGISTRATION RIGHTS AGREEMENT"), “Registration Rights Agreement”) to be dated the Closing Date, in substantially the form of Exhibit A hereto, Date for so long as such Securities Debentures constitute "RESTRICTED SECURITIES" “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company Issuer will agree agree, among other things, to file with the Securities and Exchange Commission (the "COMMISSION"), “SEC”) under the circumstances set forth therein, a shelf registration statement relating to the Debentures and the Conversion Stock pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities “Registration Statement”), and to use all its reasonable best efforts to cause such Registration Statements Statement to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, subject to exceptions and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTSqualifications set forth therein."

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 Circular, as amended or supplemented, solely Memorandum to persons (the “Subsequent Purchasers”) whom the Initial Purchaser reasonably believes to be "(i) are “qualified institutional buyers" ” (“QIBs”) (as defined in Rule 144A under the Securities Act ("QIB'S"“Rule 144A”)), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act (“Regulation S”)) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States. Pursuant to the terms of the Collateral Agreements, all of the obligations under the Securities and the Indenture will be secured by Liens on substantially all of the assets of the Company and the Guarantors to 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). The Initial Purchaser will offer Any amendments or modifications to the Collateral Agreements necessary for the issuance of the Notes are referred to QIB's initially at a price equal to 100% herein as the “Collateral Agreement Amendments.” Holders of the principal amount thereof. Such price may be changed at any time without notice. Holders Notes (including subsequent transfereesSubsequent Purchasers) of the Securities will have the benefit of registration rights set forth in the registration rights agreement applicable to the Notes (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, “Registration Rights Agreement”) in substantially the form of attached as Exhibit A hereto, for so long to be executed on and dated as such Securities constitute "RESTRICTED SECURITIES" (as defined in of the Registration Rights Agreement)Closing Date. Pursuant to the Registration Rights Agreement, the Company will agree agree, among other things, to file with the SEC (a) a registration statement under the Securities and Exchange Commission Act (the "COMMISSION"“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 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 the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "REGISTRATION STATEMENT"“Shelf Registration Statement”) relating to the resale by certain holders of the Securities and Notes. If the Company fails to use all reasonable best efforts satisfy its obligations under the Registration Rights Agreement, it will be required to cause such Registration Statements pay Additional Interest to the holders of the Notes under certain circumstances to be declared and remain effective and usable for the periods specified set forth in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Exchange Notes, the Registration Rights Agreement, the Second Supplemental Indenture, the Notes, Third Supplemental Indenture and the Registration Rights Collateral Agreement Amendments, if any, are hereinafter referred to as the “Closing Transaction Documents.” The Closing Transaction Documents, together with the Indenture (including the Supplemental Indenture) and the Collateral Agreements, are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS“Transaction Documents."” The Offering, Solicitation of the Consent and the other transactions described or contemplated by this Agreement are collectively referred to herein as the “Transactions.”

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 Purchasers hereunder on the terms set forth in the Final Offering CircularMemorandum, as amended or supplemented, solely to persons (the “Subsequent Purchasers”) whom the Initial Purchaser Purchasers (i) reasonably believes believe to be "“qualified institutional buyers" ” (“QIBs”) as defined in Rule 144A under the Act ("QIB'S"). The Initial Purchaser will offer the Notes to QIB's initially at a price equal to 100% of the principal amount thereof. Such price Securities Act, as such may be changed at any amended from time without notice. Holders to time or (including subsequent transfereesii) reasonably believe are not “U.S. persons” (as defined in Regulation S of the Securities will have Act) in reliance upon Regulation S under the registration rights set forth in Securities Act. Pursuant to the registration rights agreement (Indenture, Parent and any future subsidiary of the "REGISTRATION RIGHTS AGREEMENT")Parent or the Company may fully and unconditionally guarantee, on a senior secured basis, to be dated each holder of the Closing DateNotes and the Trustee, in substantially the form payment and performance of Exhibit A hereto, for so long the obligations of the Company under the Indenture and the Notes (each such future subsidiary being referred to herein as a “Guarantor” and each such Securities constitute "RESTRICTED SECURITIES" guarantee being referred to herein as a “Guarantee”) pursuant to the Indenture. Pursuant to the terms of the Collateral Agreements (as defined in the Registration Rights AgreementTime of Sale Document and the Final Offering Memorandum under the caption “Description of Notes”). Pursuant to , all of the Registration Rights Agreement, obligations under the Notes and the Indenture will be secured by a lien and security interest in all of the assets of the Company will agree to file with and the Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights AgreementGuarantor. This Agreement, the Indenture, the NotesCollateral Agreements, the Securities, the Advance Escrow Agreement and the Registration Rights Topaz Escrow Agreement (both as defined in the Time of Sale Document and the Final Offering Memorandum under the caption “Description of Notes”) and the Guarantees are hereinafter sometimes collectively referred to collectively herein as the "OPERATIVE DOCUMENTS“Transaction Documents."”

Terms of Offering. The Initial Purchaser has advised Pursuant to the Indenture, Advanced Electric Motors, Inc., a wholly-owned subsidiary of the Company that incorporated under the Initial Purchaser will make offers laws of the State of Delaware, and all of the Company's other existing and future subsidiaries (other than subsidiaries domiciled in the People's Republic of China, or "PRC") (each, a "Subsidiary Guarantor") shall irrevocably and unconditionally guarantee, on a senior secured basis, to the Purchasers and to the Trustee the payment and performance of the Company's obligations under the Documents (as defined below) (collectively, the "EXEMPT RESALES") of the Notes purchased hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SGuarantee"). The Initial Purchaser will offer the Notes to QIB's initially at a price equal to 100% Holders of the principal amount thereof. Such price may be changed at any time without notice. Holders Warrants (including subsequent transferees) of the Securities will have the registration rights set forth in the equity registration rights agreement (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), to be dated the Closing Date, substantially in substantially the form of attached hereto as Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). D. Pursuant to the Registration Rights Agreement, the Company will agree to will, as soon as reasonably practicable after the Closing Date, file with the Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENTRegistration Statement") relating to covering the resale by certain holders of the Securities Warrant Shares by the holder thereof and to will use all its reasonable best efforts to cause such Registration Statements Statement to be declared effective, subject to certain exceptions, and to remain effective and usable for the periods period specified in the Registration Rights Agreement. This Agreement, the Indenture, the Registration Rights Agreement, the Voting Agreement (as defined below), the Notes, the Guarantee, the Share Pledge Agreement, the Warrant Agreement, the Warrants, the Warrant Shares, the Units and the Registration Rights Calculation Agency Agreement are hereinafter sometimes to be entered into by the Company and The Bank of New York, a New York banking corporation, in connection with the Indenture are, collectively, referred to collectively herein as the "OPERATIVE DOCUMENTSDocuments."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALES") of the Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBS") (such persons being referred to herein as the "ELIGIBLE PURCHASERS"). The Initial Purchaser Purchasers will offer the Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), ) under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all reasonable its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALESExempt Resales") of the Series A Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBs"), and (ii) persons permitted to purchase the Series A Notes in offshore transactions in reliance upon Regulation S under the Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and (ii) being referred to herein as the "Eligible Purchasers"). The Initial Purchaser Purchasers will offer the Series A Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities U.S. Series A Notes will have the registration rights set forth in the registration rights agreement a Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENTU.S. Registration Rights Agreement"), to be dated the Dollar Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities U.S. Series A Notes constitute "RESTRICTED SECURITIESTransfer Restricted Securities" (as defined in the U.S. Registration Rights Agreement). Holders (including subsequent transferees) of the Euro Series A Notes will have the registration rights set forth in a Registration Rights Agreement (the "Euro Registration Rights Agreement"), to be dated the Euro Closing Date, in substantially the form of Exhibit A hereto, for so long as such Euro Series A Notes constitute "Transfer Restricted Securities" (as defined in the Euro Registration Rights Agreement). Pursuant to the Registration Rights AgreementAgreements, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSIONCommission"), ) under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to the Company's U.S. Dollar-denominated 13% Senior Notes due 2008 (the "U.S. Series B Notes") and euro-denominated 13% Senior Notes due 2008 (the "Euro Series B Notes," and, together with the U.S. Series B Notes, the "Series B Notes"), to be offered in exchange for the Series A Notes as evidence of the same underlying indebtedness (such offer to exchange being referred to as the "Exchange Offer") and (ii) a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENTShelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Securities Series A Notes and to use all its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights AgreementAgreements and to consummate the Exchange Offer. This Agreement, the IndentureIndentures, the Notes, and the Registration Rights Agreement Agreements are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTSOperative Documents."

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company ----------------- that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALES") of the Notes -------------- Shares purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBS"). The Initial Purchaser Purchasers will offer the Notes Shares to QIB's QIBs initially at a price equal to 100% of the principal amount thereof$50. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially ------------------------------ the form of Exhibit A hereto, for so long as such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights ------------------------------- Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), ) ---------- under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the "ACT") --- (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the ---------------------- Securities and to use all reasonable its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the IndentureDeposit Agreement, the NotesDeposit Account Agreement (as defined in the Offering Memorandum), the Certificate and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS.". -------------------

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALES") of the Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons whom the Initial Purchaser Purchasers reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBS") (such persons sometimes being referred to herein as the "ELIGIBLE PURCHASERS"). The Initial Purchaser Purchasers will offer the Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), ) under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all reasonable its best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, Notes and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."

Terms of Offering. The Initial Purchaser has advised the Company that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALESExempt Resales") of the Senior Subordinated Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons (each, a "144A Purchaser") whom the Initial Purchaser Purchasers reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBs") or persons otherwise exempt under Regulation S of the Securities Act (together with QIBs, "Eligible Purchasers"). The Initial Purchaser Purchasers will offer the Senior Subordinated Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities Senior Subordinated Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), to be dated the Closing DateDate (as defined below), in substantially the form of Exhibit A hereto, for so long as such Securities Senior Subordinated Notes constitute "RESTRICTED SECURITIESTransfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT") relating to the resale by certain holders of the Securities and to use all reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS."the

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALES"“Exempt Resales”) of the Notes purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to persons whom the Initial Purchaser Purchasers reasonably believes believe to be "“qualified institutional buyers" ” as defined in Rule 144A under the Act ("QIB'S"“QIBs”) (such persons being referred to herein as the “Eligible Purchasers”). The Initial Purchaser Purchasers will offer the Notes to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereofthereof (plus accrued interest, if applicable). Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"“Registration Rights Agreement”), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSION"), “Commission”) under the circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENT"“Registration Statement”) relating to the resale by certain holders of the Securities and to use all reasonable its best efforts to cause such Registration Statements Statement to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement. This Agreement, the Indenture, the Notes, and the Registration Purchase Agreement LA\1074155.8 Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS“Operative Documents."”

Terms of Offering. The Initial Purchaser has Purchasers have advised the Company Issuers that the Initial Purchaser Purchasers will make offers (the "EXEMPT RESALESExempt Resales") of the Notes Units purchased hereunder on the terms set forth in the Offering CircularMemorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIB'SQIBs"), and (ii) persons permitted to purchase the Units in offshore transactions in reliance upon Regulation S under the Act (each, a "Regulation S Purchaser") (such persons specified in clauses (i) and (ii) being referred to herein as the "Eligible Purchasers"). The Initial Purchaser Purchasers will offer the Notes Units to QIB's Eligible Purchasers initially at a price equal to 100% of the principal amount thereof$931.40 per Unit. Such price may be changed at any time without notice. Holders (including subsequent transferees) of the Securities Series A Notes will have the registration rights set forth in the registration rights agreement related thereto (the "REGISTRATION RIGHTS AGREEMENTDebt Registration Rights Agreement"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities Series A Notes constitute "RESTRICTED SECURITIESTransfer Restricted Securities" (as defined in the Debt Registration Rights Agreement). Holders (including subsequent transferees) of the Warrants and Warrant Shares will have the registration rights described in the Offering Memorandum which will be set forth in the registration rights agreement (the "Equity Registration Rights Agreement" and, together with the Debt Registration Rights Agreement, the "Registration Rights Agreements"), to be dated the Closing Date, for so long as such Warrants and Warrant Shares constitute Transfer Restricted Securities. Pursuant to the Debt Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the "COMMISSIONCommission"), ) under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to the Company's 11% Series B Senior Notes (the "Series B Notes"), to be offered in exchange for the Series A Notes (such offer to exchange being referred to as the "Exchange Offer") and (ii) a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENTShelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Debt Registration Statements") relating to the resale by certain holders of the Securities Series A Notes and to use all reasonable its best efforts to cause such Debt Registration Statements to be declared and remain effective and usable for the periods specified in the Debt Registration Rights Agreement and to consummate the Exchange Offer. Pursuant to the Equity Registration Rights Agreement, Holdings will agree (i) to file with the Commission a registration statement under the Act for the sale of the Warrant Shares upon a demand by the holders of a majority of the Warrant Shares any time after six months following certain public offerings of Holdings common stock and (ii) to include the Warrant Shares in any filing of a registration statement pertaining to Holdings common stock upon and following a qualified public offering of Holdings common stock (in each case, the registration statements filed are referred to as the "Equity Registration Statements" and, together with the Debt Registration Statements, the "Registration Statements") as described in the Offering Memorandum. This Agreement, the Indenture, the Notes, the Warrant Agreement, the Warrants, the Unit Agreement, the Units and the Registration Rights Agreement Agreements are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTSOperative Documents."

Terms of Offering. The Initial Purchaser has advised the Company Issuer that the Initial Purchaser will make offers to sell (the "EXEMPT RESALESExempt Resales") of the Series C Notes purchased by the Purchaser hereunder on the terms set forth in the Offering Circular, as amended or supplemented, solely to persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers" as defined in Rule 144A under the Act (the "QIB'SEligible Purchasers"). The Initial Purchaser has advised the Issuer that it will not solicit any offer to buy or offer to sell the Series C Notes to QIB's initially at a price equal to 100% by means of any form of general solicitation or general advertising (within the meaning of Regulation D under the Act). Holders of the principal amount thereof. Such price may be changed at any time without notice. Holders Series C Notes (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement"), to be executed on and dated as of the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Securities constitute "RESTRICTED SECURITIES" Date (as defined in the Registration Rights Agreementbelow). Pursuant to the Registration Rights AgreementAgreement and without limiting the foregoing, (a) the Company will agree to Issuer shall, among other things, file with the Securities and Exchange Commission (the "COMMISSIONCommission") (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to, among other things, the 111/2% Senior Secured Notes due 2006, of a series to be determined, of the Issuer (the "Exchange Notes" and, together with the Series C Notes, each with the Guaranty endorsed thereon, the "Notes"), identical in all material respects to the Series C Notes (except for references to Series C and restrictive legends) to be offered in exchange for the Series C Notes (such offer to exchange being referred to collectively as the "Registered Exchange Offer") and/or (ii) under the circumstances set forth thereincertain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the "REGISTRATION STATEMENTShelf Registration Statement") relating to the resale by certain holders of the Securities and to use all reasonable best efforts to cause such Series C Notes. If a Registration Statements to be declared and remain effective and usable for the periods specified Default (as defined in the Registration Rights Agreement) occurs and is continuing, the Issuer shall pay to holders of Series C Notes the Weekly Liquidated Damages Amount (as defined in the Registration Rights Agreement), if any. On the Closing Date, the Grantors will enter into a security and pledge agreement, an intercreditor agreement, a trademark security agreement and certain other documents (collectively, the "Security Documents") relating to the Notes to provide for the grant of the Security Interests in the Collateral to the Trustee or such other person as specified in the intercreditor agreement, as collateral agent (in such capacity, the "Collateral Agent"), for the benefit of the holders of the Notes and the lenders under the Company's Senior Credit Facility entered into on February 25, 1998, as amended on June 28, 2000 and September 7, 2001 between the Company, certain of its subsidiaries and the agent for the lender named therein (the "Credit Facility"). The Security Interests will secure the payment and performance when due of the obligations of the Issuer, the Guarantors and the Grantors, under the Indenture, the Notes, the Security Documents, and the Credit Facility. In connection with the Offering of the Series C Notes contemplated hereby, the Company is offering to exchange (the "Exchange Offer") any and all of its outstanding 111/2% Senior Secured Notes due 2003 (the "Existing Notes") and soliciting consents (the "Consent Solicitation") to the adoption of certain amendments (the "Amendments") to the Indenture, each as more fully described in the documents and instruments related thereto (the "Consent Solicitation Documents"). Prior to or concurrently with the consummation of the Offering, the Company will also obtain (i) the consent (the "Credit Facility Consent") of its lenders under the Credit Facility (as defined) to the Offering and the Transactions (as defined) and (ii) the consent (the "Preferred Stock Consent") of holders of its Series B Pay-In-Kind Preferred Stock (the "Preferred Stock") to the amendment of the Preferred Stock and the Offering and the Transactions. This Agreement, the Indenture, the NotesRegistration Rights Agreement, the Security Documents, the Series C Notes and all other documents or instruments executed or amended by Holdings, the Issuer or any of the Subsidiaries in connection with the transactions contemplated hereby and thereby, including the Exchange Offer and Consent Solicitation, the Consent Solicitation Documents, the Credit Facility Consent and the Registration Rights Agreement Preferred Stock Consent are hereinafter sometimes referred to collectively herein as the "OPERATIVE DOCUMENTSDocuments." The Issuer and the Guarantors are collectively referred to herein as the "Black Angus Entities." The transactions contemplated by the Documents, including without limitation, the Offering and the use of the proceeds therefrom as described in the Offering Circular, the Exchange Offer and Consent Solicitation, the Credit Facility Consent and the Preferred Stock Consent are collectively referred to herein as the "Transactions."