Common use of The Securities Clause in Contracts

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 aggregate principal amount of its 4.875% Senior Notes due 2009, Series A (the “Notes”). The Notes are to be issued under an indenture (the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein containedcontained in this agreement (this "Agreement"), the Company proposes to issue and sell to the Initial Purchasers $350,000,000 75,000,000 aggregate principal amount of its 4.875101/4% Senior Notes due 2009, Series A 2012 (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued under as "additional notes" pursuant to an indenture (the “"Indenture”") to be dated as of January 23February 22, 2004 by 2002 among the Issuers and between the Company and US The Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15April 23, 2004 2003 (the “Final "Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the NotesOffering, the terms of the offering of the NotesSecurities, a description of the Company Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein, if any. Any reference herein The Issuers understand that the Initial Purchasers propose to offer the Preliminary Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Final Memorandum shall Act, as such rule may be deemed amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to and include certain persons in reliance on Regulation S under the documents incorporated by reference thereinAct ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedIssuers shall agree, among other things, to file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering (i) a registration statement (the Notes or "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the ActAct relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 450,000,000 aggregate principal amount of its 4.8759% Senior Notes due 2009, Series A 2010 (the “"Notes”"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 2325, 2004 2002 by and between the Company and US Bank Trust National AssociationU.S. Bank, N.A., as Trustee trustee (the “"Trustee”"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 157, 2004 2002 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 1517, 2004 2002 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights AgreementAgreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedand the Guarantors will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 200,000,000 aggregate principal amount of its 4.8759.00% Senior Subordinated Notes due 2009, Series A 2012 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the “"Indenture”) "), to be dated as of January 23February 18, 2004 by 2004, among the Company, the Guarantors and between the Company and US The Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 1526, 2004 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15February 6, 2004 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Preliminary Notes only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A and (ii) outside the United States to and include certain persons in reliance on Regulation S under the documents incorporated by reference thereinSecurities Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights AgreementAgreement to be dated as of February 18, substantially in 2004 among the form attached parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the XXXX Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with XXXX and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 95,000,000 aggregate principal amount of its 4.875their 10% Senior Subordinated Notes due 2009, Series A 2004 (the “"Notes”"). The Notes will be guaranteed (the "Guarantees", and ----- ---------- together with the Notes, the "Securities") by the Guarantors on a senior ---------- subordinated basis. The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23September 18, 2004 1997 by and between among the Company Company, the ---------- Guarantors and US Norwest Bank Trust Minnesota National Association, as Trustee trustee (the “"Trustee”"). -------- The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Securities Act”"), in reliance on exemptions therefrom. --------------- In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15August 25, 2004 1997 (the “"Preliminary Memorandum”) "), and the Company will prepare a final offering ----------------------- memorandum dated January 15September 12, 2004 1997 (the “"Final Memorandum”"; the Preliminary ---------------- Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes----------- Securities, the terms of the offering of the NotesSecurities, a description of the Company and the Company's subsidiaries listed in Schedule 2 attached hereto (the ---------- "Subsidiaries") and any material developments relating to the Company and the ------------ Subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “--------- "Registration Rights Agreement”"), pursuant to which the Company has and the ------------------------------ Guarantors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “---------------------- "Commission”") registering in order to register the Notes Securities or the Exchange Notes Securities (as ---------- defined in the Registration Rights Agreement) under the Securities Act. Each of the Company and the Guarantors shall have joint and several liability in respect of all obligations hereunder. Each of the Company and the Guarantors hereby acknowledges that this Agreement is the independent and several obligation of each of the Company and the Guarantors and may be enforced against any of the Company or the Guarantors separately, whether or not enforcement of any right or remedy hereunder has been sought against the Company or any other Guarantor. Each of the Company and the Guarantors hereby expressly waives, with respect to any of the amounts owing hereunder by the Company or other Guarantor in respect of the obligations (collectively, the "Other Issuer ------------ Obligations"), diligence, presentment, demand of payment, protest and all ----------- notices whatsoever, and any requirement that the Initial Purchasers exhaust any right, power or remedy or proceed against the Company and/or such other Guarantor under this Agreement, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of such Other Issuer Obligations.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 120,000,000 aggregate principal amount of its 4.87510 1/8% Senior Subordinated Notes due 20092008, Series A (the “Notes”"NOTES"). The Notes are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January 23July 31, 2004 1998 by and between the Company and US Bank Chase Manhattan Trust Company, National Association, Association as Trustee (the “Trustee”"TRUSTEE"). The Notes are being offered in connection with the Company's (i) repayment of indebtedness outstanding under its existing revolving bank loan facility (the "EXISTING CREDIT FACILITY"), (ii) entering into a new credit facility with the lenders party thereto in their capacities as lenders thereunder and Bankers Trust Company, as administrative agent (the "NEW CREDIT AGREEMENT") and (iii) acquisition (the "ACQUISITION") pursuant to the Asset Purchase Agreement dated as of June 29, 1998 among the Company, Mallinckrodt Inc., a Delaware corporation, and Mallinckrodt Inc., a Delaware Corporation (the "ASSET PURCHASE AGREEMENT") of the Trimet Technical Products Division ("TRIMET"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15July 7, 2004 1998 (the “Preliminary Memorandum”) "PRELIMINARY MEMORANDUM"), and a final offering memorandum dated January 15July 28, 2004 1998 (the “Final Memorandum”"FINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 250,000,000 aggregate principal amount of its 4.87512% Senior Subordinated Notes due 20092010, Series A (the “"Notes”"). The Notes will be unconditionally guaranteed ----- (collectively the "Guarantees") on a senior subordinated basis by each of the ---------- Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued under an indenture ---------- (the “"Indenture”") to be dated as of January 23July 21, 2004 2000 by and between among the Company Company, the --------- Subsidiary Guarantors and US Bank Bankers Trust National AssociationCompany, as Trustee (the “"Trustee”"). ------- The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. --- In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15June 26, 2004 2000 (the “"Preliminary Memorandum”") and a final offering memorandum ---------------------- dated January 15July 18, 2004 2000 (the “"Final Memorandum”"; the Preliminary Memorandum and the ---------------- Final Memorandum each herein being referred to as a “"Memorandum”") setting forth ---------- or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “--------- "Registration Rights Agreement”"), pursuant to which the Company has and the ----------------------------- Subsidiary Guarantors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange ---------------------- Commission (the “"Commission”") registering the Notes or the Exchange Notes (as ---------- defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 an aggregate principal amount of: (a) 64,648 shares (the "Shares") of its 4.875% Senior Notes due 2009, Series A B Convertible Preferred Stock (the “Notes”"Series B Stock"), which shall be convertible into shares (the "Conversion Shares") of the Company's Common Stock (the "Common Stock") in accordance with the formula set forth in the Certificate of Designations further described below. The Notes rights, preferences and privileges of the Series B Stock are to be issued under an indenture as set forth in the Certificate of Designations of Series B Preferred Stock as filed with the Secretary of State of the State of Delaware (the “Indenture”"Certificate of Designations") in the form attached hereto as Exhibit A. The numbers of Conversion Shares that any Purchaser may acquire at any time are subject to be dated as limitation in the Certificate of January 23Designations, 2004 by so that the aggregate number of shares of Common Stock of which such Purchaser and between all persons affiliated with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3 of the Company and US Bank Trust National AssociationSecurities Exchange Act of 1934, as Trustee amended) does not at any time exceed 9.99% of the Company's then outstanding Common Stock. The Shares are sometimes herein referred to as the "Securities." This Agreement, the Certificate of Designations and the Registration Rights Agreement, in the form attached hereto as Exhibit B (the “Trustee”). "Registration Rights Agreement") are sometimes herein collectively referred to as the "Transaction Documents." The Notes Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. Each Purchaser and MAG acknowledges that notwithstanding the terms of the Registration Rights Agreement, the Company may issue the Conversion Shares in unregistered form; provided, however, that the immediately preceding clause shall not affect the obligations of the Company under this Agreement and under Section 2 and Section 3 of the Registration Rights Agreement to file the Registration Statement and to use its best efforts to cause the Registration Statement to become effective with the SEC within the applicable periods described herein and in the Registration Rights Agreement. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15made available (including electronically via the SEC's XXXXX system) to Purchasers its periodic and current reports, 2004 forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Preliminary Memorandum”) "Exchange Act"). These reports, forms, schedules, statements, documents, filings and a final offering memorandum dated January 15amendments, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being are collectively referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating "Disclosure Documents." All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to and schedules and other information which is "contained," "included" or "stated" in the Preliminary Memorandum Disclosure Documents (or the Final Memorandum other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActDisclosure Documents.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 250,000,000 aggregate principal amount of its 4.8758 1/4% Senior Subordinated Notes due 2009, Series A 2008 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the “"Indenture”) "), to be dated as December 14, 1998, among the Company, The Bank of January 23New York, 2004 by and between the Company and US Bank Trust National Associationa New York corporation, as Trustee trustee (the “"Trustee”"), and the Subsidiary Guarantors. The Notes will be offered and sold the Guarantees are hereinafter referred to collectively as the "Securities." The sale of the Securities to the Initial Purchasers (the "Offering") will be made without being registered registration of the Securities under the Securities Act of 1933, as amended (the “"Act”)") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of December 14, 1998 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the NotesSecurities, the Company has prepared a preliminary an offering memorandum dated January 15December 7, 2004 1998 (including information incorporated by reference therein, the “Preliminary "Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesOffering, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to The Securities are being issued and sold in connection with the Preliminary Memorandum or repayment of certain indebtedness outstanding under the Final Memorandum shall be deemed to refer to Company's senior secured loan facility (as amended, the "Amended Credit Agreement") among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and include the documents incorporated by reference thereinother financial institutions party thereto, as lenders. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights This Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)Securities, pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under ), the ActPrivate Exchange Notes (as defined in the Registration Rights Agreement), the Registration Rights Agreement and the Indenture are herein collectively referred to as the "Offering Documents."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 110,000,000 aggregate principal amount of its 4.87512% Senior Notes due 2009, Series A 2007 (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23November 26, 2004 1997, by and between among the Company and US Bank Wilmington Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15November 1, 2004 1997 (the “"Preliminary Memorandum”") and will prepare a final offering memorandum dated January 15November 19, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “the "Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Initial Purchaser will enter into a Registration Rights Agreement (the "Registration Rights Agreement") prior to or concurrently with the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees issuance of the Notes will be entitled Notes. Pursuant to the benefits of the Registration Rights Agreement, substantially in under the form attached hereto as Exhibit A (circumstances and the “Registration Rights Agreement”)terms set forth therein, pursuant to which the Company has agreed, among other things, will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”"): (i) registering a registration statement on Form S-4 (the Notes or the "Exchange Notes Offer Registration Statement") relating to a registered Exchange Offer (as defined in the Registration Rights Agreement) for the Notes under the ActAct to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from November 26, 1997, (b) such Notes will not contain restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances) that would be registered under the Act (the "Exchange Notes"); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Notes by such holders who satisfy certain conditions relating to, including the provision of information in connection with the Shelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 100,000,000 aggregate principal amount of its 4.8759 3/8% Senior Notes due 2009, Series A 2006 (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities". The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23October 15, 2004 1996 by and between among the Company Company, the Guarantors and US Bank Wilmington Trust National AssociationCompany, as Trustee (the “"Trustee”"). The Notes Company and CPG Acquisition Company ("Merger Sub"), have entered into a Merger Agreement (the "Merger Agreement") dated as of August 28, 1996, pursuant to which Merger Sub will be merged (the "Merger") with and into CPG Investors Inc., a Delaware corporation ("CPG"). The Company has entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of August 28, 1996, pursuant to which the Company has agreed to purchase all of the outstanding capital stock of Arcon Holdings Corp., a Delaware corporation ("Arcon"). The acquisition of the outstanding capital stock of Arcon and the Merger are referred to herein together as the "Acquisitions." The Merger Agreement and the Stock Purchase Agreement are referred to herein together as the "Acquisition Agreements." The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15September 19, 2004 1996 (the “"Preliminary Memorandum”"), a preliminary offering memorandum supplement dated October 2, 1996 (the "Supplement") and a final offering memorandum dated January 15October 4, 2004 1996 (the “"Final Memorandum”"; the Preliminary Memorandum Memorandum, the Supplement and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Company, CPG, Arcon and their respective subsidiaries and any material developments relating to the Company Company, CPG, Arcon and their respective subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has Issuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) and related guarantees under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 750,000,000 in aggregate principal amount of its 4.8759% Senior Subordinated Notes due 20092008, Series A (the “Notes”"NOTES" and, together with the guarantee of each Guarantor (the "GUARANTEE"), the "SECURITIES"). The Notes are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January 23September 30, 2004 1998 by and between among the Company Company, the Guarantors and US The Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary an offering memorandum circular dated January 15September 25, 2004 1998 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"OFFERING CIRCULAR") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering under the circumstances set forth therein (i) a registration statement (the "REGISTRATION STATEMENT") under the Act relating to the Company's 9% Senior Subordinated Notes due 2008, Series B (the "EXCHANGE NOTES"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"PRIVATE EXCHANGE NOTES") under by the ActInitial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers Purchaser 71,634 units (the "Units"), each Unit consisting of $350,000,000 1,000 aggregate principal amount at maturity of its 4.875the Issuers' 12% Senior Secured Discount Notes due 2009, Series A 2005 (the “"Notes”") and one membership unit of the Company (each, a "Membership Unit"). The Notes are to be issued under an indenture pursuant to the Indenture (the “"Indenture”) to be "), dated as of January 23September 30, 2004 by 1997, among the Issuers and between the Company and US Bank Wilmington Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Units, Notes and Membership Units are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15September 17, 2004 (1997, the “"Preliminary Memorandum”") and a final offering memorandum dated January 15September 24, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Issuers understand that the Initial Purchaser proposes to make an offering of the Preliminary Securities only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably believes to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and include (7) under Regulation D of the documents incorporated by reference thereinSecurities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in Agreement dated as of the form attached Closing Date among the parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. The Initial Purchaser and its direct and indirect transferees of the Membership Units will be entitled to the benefits of a Membership Unitholders Agreement dated as of the Closing Date among the Company, ACME Parent (as defined) and the Initial Purchaser (the "Membership Unitholders Agreement"). The Securities, the Indenture, the Pledge Agreement (as defined in the Indenture), the Registration Rights Agreement, the Membership Unitholders Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant which ACME Television, LLC, a Delaware limited liability company ("ACME Television"), has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and ACME Television has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA"). In addition, ACME Television or one of its subsidiaries has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station XXXX, Knoxville, Tennessee (the "Knoxville Station") (each as described in the Final Memorandum). The St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to herein as the "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the closing hereunder, (i) ACME Parent will make a capital contribution to the Company of $21.7 million, which the Company will simultaneously contribute to the capital of ACME Television (the "Parent Equity Contribution"), and (ii) ACME Television and ACME Finance Corporation will issue $175,000,000 principal amount at maturity of their 10-7/8% Senior Discount Notes due 2004 (the "ACME Television Offering"). The offer, purchase and sale of the Securities as contemplated by this Agreement, the consummation of the Revolving Credit Facility and the Capital Lease Facilities (each as defined and described in the Final Memorandum), the Parent Equity Contribution, the ACME Television Offering, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 250,000,000 aggregate principal amount of its 4.8759-1/8% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the “"Indenture”) to be "), dated as June 30, 1997, among the Company, The Bank of January 23New York, 2004 by and between the Company and US Bank Trust National Associationa New York corporation, as Trustee trustee (the “"Trustee”"), and the Subsidiary Guarantors. The Notes will be offered and sold the Guarantees are hereinafter referred to collectively as the "Securities." The sale of the Securities to the Initial Purchasers (the "Offering") will be made without being registered registration of the Securities under the Securities Act of 1933, as amended amended, (the “"Act”)") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of June 30, 1997 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15June 12, 2004 1997 (the “"Preliminary Memorandum”") and prepared a final offering memorandum dated January 15June 19, 2004 1997 (the “"Final Memorandum”; " and, together with the Preliminary Memorandum and Memorandum, the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesOffering, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein The Securities are being issued and sold in connection with the acquisition (the "Acquisition") by the Company of Lemmerz Holding GmbH, a limited liability company organized under the laws of the Federal Republic of Germany ("Lemmerz"), pursuant to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A Purchase Agreement (the “Registration Rights "Acquisition Agreement”"), dated June 6, 1997, among the Company, Cromodora Wheels S.p.A., Lemmerz and the shareholders of Lemmerz, pursuant to which the Company has agreedwill purchase the capital stock of Lemmerz for (i) $200 million in cash and (ii) convertible preferred stock of the Company which, among other thingsfollowing stockholder approval, to file a registration statement will automatically convert into 5 million shares of newly issued common stock of the Company. The cash portion of the consideration, the refinancing of existing Lemmerz debt, working capital of the Company and the fees and expenses of the Lemmerz Acquisition will be financed with the Securities proceeds from the Offering and Exchange Commission borrowings under an amended $740.5 million senior secured term loan facility (the “Commission”"Credit Agreement") registering among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and the other financial institutions party thereto, as lenders. The time of the consummation of the Acquisition is herein referred to as the "Effective Time." In connection with the Acquisition, the Company is soliciting consents from holders of its 11% Senior Subordinated Notes or due 2006 (the "Old Notes") to amendments (the "Proposed Amendments") to certain of the provisions in the indenture governing the Old Notes (the "Old Indenture"), as described in the Consent Solicitation Statement dated June 12, 1997, the related form of Consent and instructions thereto and any supplemental materials attached thereto (the "Consent Solicitation"). After receipt of the required consents from the holders of the Old Notes, the Company, the Subsidiary Guarantors parties to the Old Indenture and the trustee under the Old Indenture will enter into a supplemental indenture to give effect to the Proposed Amendments. The Acquisition Agreement and the documents entered into in connection therewith including, without limitation, the agreements attached thereto as exhibits, are herein collectively referred to as the "Acquisition Documents." This Agreement, the Securities, the Exchange Notes (as defined in the Registration Rights Agreement) ), the Private Exchange Notes (as defined in the Registration Rights Agreement), the Registration Rights Agreement and the Indenture are herein collectively referred to as the "Offering Documents." The Acquisition Documents, the Offering Documents and the Credit Agreement are herein collectively referred to as the "Transaction Documents." The Offering, the Acquisition, the Consent Solicitation and the execution of and borrowing under the ActCredit Agreement are collectively referred to as the "Transactions."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 75,000,000 aggregate principal amount of its 4.87510 3/8% Senior Subordinated Notes due 2009, Series A 2008 (the “Notes”"NOTES"). The Notes will be unconditionally guaranteed ( the "GUARANTEES", and together with the Notes, the "SECURITIES") on a senior subordinated basis by Holdings, Xxxxx Rite Aerospace, Inc., Champion Aerospace Inc., Christie Electric Corp., Marathon Power Technologies Company and ZMP, Inc. (collectively, the "GUARANTORS"). The Securities are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January December 3, 1998 as supplemented on April 23, 2004 1999 and June 26, 2001 by and between among the Company Company, the Guarantors and US State Street Bank and Trust National AssociationCompany, as Trustee trustee (the “Trustee”"TRUSTEE"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15May 29, 2004 2002 (the “Preliminary Memorandum”) "PRELIMINARY MEMORANDUM"), and a final offering memorandum dated January 15June 4, 2004 2002 (the “Final Memorandum”"FINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"MEMORANDUM") setting forth or including including, among other things, a description of the terms of the NotesSecurities, a description of the terms of the offering of the NotesSecurities, and a description of the Company Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has and the Guarantors have agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the Notes Securities, or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 750,000,000 in aggregate principal amount of its 4.8758% Senior Notes due 20092008, Series A (the “Notes”"NOTES" and, together with the guarantee of each Guarantor (the "GUARANTEE"), the "SECURITIES"). The Notes are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January 23November 17, 2004 1998 by and between among the Company Company, the Guarantors and US The Bank Trust National Associationof New York, as Trustee trustee (the “Trustee”"TRUSTEE"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary an offering memorandum dated January 15November 12, 2004 1998 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"OFFERING MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering under the circumstances set forth therein (i) a registration statement (the "REGISTRATION STATEMENT") under the Act relating to the Company's 8% Senior Notes due 2008, Series B (the "EXCHANGE NOTES"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"PRIVATE EXCHANGE NOTES") under by the ActInitial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 aggregate principal amount Purchaser 1,360 units (the "Units") consisting of its 4.8751,000 shares of 12% Senior Notes due 2009, Series A PIK Preferred Stock (the “Notes”)"Preferred Stock") with Warrants (the "Warrants") to purchase an aggregate of 44,440 shares of Common Stock of the Company (the "Warrant Shares") representing 7% of the outstanding Common Stock of the Company on a fully diluted basis. The Notes are to be issued under an indenture (the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). The Notes Units will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesUnits, the Company has prepared a preliminary offering memorandum dated January 15June 16, 2004 1997 (the “"Preliminary Memorandum”") and will prepare a final offering memorandum dated January 15June 18, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesUnits, the Preferred Stock and the Warrants, the terms of the offering of the NotesUnits, a description of the Company and the Subsidiaries (as defined below) and any material developments relating to the Company and the Subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Initial Purchaser will enter into a Registration Rights Agreement (the "Preferred Stock Registration Rights Agreement") prior to or concurrently with the issuance of the Units. Pursuant to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Preferred Stock Registration Rights Agreement, substantially in under the form attached hereto as Exhibit A (circumstances and the “Registration Rights Agreement”)terms set forth therein, pursuant to which the Company has agreed, among other things, will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”"): (i) registering a registration statement (the Notes or the "Exchange Notes Offer Registration Statement"), relating to a registered Exchange Offer (as defined in the Preferred Stock Registration Rights Agreement) for the Preferred Stock under the ActAct to offer to the holders of the Preferred Stock the opportunity to exchange their Preferred Stock for an issue of preferred stock substantially identical to the Preferred Stock that would be registered under the Act (the "Exchange Preferred Stock") (except that (a) dividends thereon will accrue from the last date on which dividends were paid on the Preferred Stock, or if no such dividends have been paid, from the date of original issuance of the Preferred Stock, (b) such Preferred Stock will not contain any restrictions on transfer, and (c) such Preferred Stock will not contain provisions relating to an increase in the dividend rate for a failure to register the Preferred Stock pursuant to the Preferred Stock Registration Rights Agreement) or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Preferred Stock to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Preferred Stock by such holders who satisfy certain conditions relating to, including the provision of information in connection with the Shelf Registration Statement. The Company will enter into (i) a Unit Agreement (the "Unit Agreement") and (ii) a Warrant Agreement with United States Trust Company as Unit Agent (the "Unit Agent") or Warrant Agent (the "Warrant Agent"), as the case may be, prior to, or concurrently with, the issuance of the Units (the "Warrant Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 200,000,000 aggregate principal amount of its 4.8758-3/4% Senior Subordinated Notes due 20092007, Series A (the “"Notes”" and, together with the guarantee of each Guarantor (the "Guarantee"), the "Securities"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23June 24, 2004 1997 by and between among the Company, the Guarantors and U.S. Trust Company and US Bank Trust National Associationof Texas, N.A., as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15June 18, 2004 1997 (the “Final "Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering under the circumstances set forth therein (i) a registration statement (the "Registration Statement") under the Act relating to the Company's 8-3/4% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"Private Exchange Notes") under by the ActInitial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 155,000,000 aggregate principal amount of its 4.875Senior Subordinated Notes, the terms of which will be substantially identical to the Company's 11% Senior Subordinated Notes due 20092005, Series A which were issued in a registered offering on June 14, 1995 (the “"Notes”"). The Notes will be unconditionally guaranteed (the "Guarantees") on a joint and sev- 2 -2- eral basis, by the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities". The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23March 26, 2004 1997, by and between among the Company, the Subsidiary Guarantors and United States Trust Company and US Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15March 1997 and distributed on March 19, 2004 1997 (the “"Preliminary Memorandum”) "), and a final offering memorandum dated January 15March 21, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Subsidiary Guarantors understand that the Initial Purchasers propose to make an offering of the Preliminary Notes only on the terms and in the manner set forth in the Memorandum or and Section 8 hereof as soon as the Final Memorandum shall Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A and outside the United States to and include certain persons in reliance on Regulation S under the documents incorporated by reference thereinAct. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActAct or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities, by hold- ers thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 60,000,000 aggregate principal amount of its 4.875% Floating Rate Convertible Senior Subordinated Notes due 2009, Series A 2013 (the “NotesFirm Securities”). The Company also proposes to issue and sell to the Initial Purchasers at Deutsche Bank Securities Inc.’s option an additional $9,000,000 aggregate principal amount of its Floating Rate Convertible Senior Subordinated Notes due 2013 (the “Option Securities” and together with the Firm Securities, the “Securities”) as set forth below. The Securities are convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The shares of Common Stock into which the Securities may be convertible are referred to herein as the “Underlying Securities.” The Securities are to be issued under pursuant to the terms of an indenture (the “Indenture”) to be Indenture dated as of January 23March 18, 2004 by and 2005, between the Company and US Bank Trust National AssociationSunTrust Bank, as Trustee (the “Trustee”). The Notes sale of the Securities and the Underlying Securities will be offered and sold to the Initial Purchasers made without being registered registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions therefromfrom the registration requirements of the Securities Act. As the Initial Purchasers, you have advised the Company that you will offer and sell the Securities purchased by you hereunder (the “Offering”) in accordance with Section 4 hereof as soon as you deem advisable. In connection with the sale of the NotesOffering, the Company has prepared a preliminary final offering memorandum memorandum, dated January March 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 2005 (the “Final Memorandum”; ). The Final Memorandum sets forth certain information regarding the Preliminary Memorandum Company, the Securities and the Underlying Securities. The Company hereby confirms that it has authorized the use of the Final Memorandum, and any amendment or supplement thereto, in connection with the Offering by the Initial Purchasers. Unless stated to the contrary, all references herein to the Final Memorandum each herein being referred are to as a “Memorandum”) setting forth the Final Memorandum at the date thereof and are not meant to include any amendment or including a description of supplement, or any information incorporated by reference therein subsequent to the terms of the Notes, the terms of the offering of the Notes, a description of the Company date thereof and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference references herein to the Preliminary Memorandum terms “amend,” “amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the documents Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of the Final Memorandum which is incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees term “Memorandum” refers to the Final Memorandum. Concurrently with the Offering, the Company is also separately offering $290,000,000 in aggregate principal amount of 10-1/2% Senior Secured Notes due 2013 (the “Senior Notes”). The proceeds of the Senior Notes offering along with the proceeds from the sale of the Securities will be entitled used as described in the Final Memorandum under the heading “Use of Proceeds.” In connection with the Offering, the Company also proposes to the benefits of the enter into a Registration Rights Agreement, substantially to be dated as of the Closing Date (as defined in Section 3(a) below), between the form attached hereto as Exhibit A Company and the Initial Purchasers (the “Registration Rights Agreement”), pursuant to which . In consideration of the Company has agreed, among other things, to file a registration statement with mutual agreements contained herein and of the Securities and Exchange Commission (interests of the “Commission”) registering the Notes or the Exchange Notes (as defined parties in the Registration Rights Agreement) under transactions contemplated hereby, the Act.parties hereto agree as follows:

The Securities. Subject to the terms and conditions -------------- herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 180,000,000 aggregate principal amount of its 4.8757 3/4% Senior Subordinated Notes due 20092012, Series A C (the “"Notes”") having the terms set forth in that certain Indenture, dated as of December 20, 2002 (the "Indenture"), between the Company and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company (the "Trustee). The Notes are to be issued under an indenture (the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than 9:00 a.m. on February 4, 2003 copies of the Notesan offering memorandum to be dated January 28, 2003 (including documents incorporated by reference therein, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary "Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference references herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the any documents incorporated by reference thereintherein as of the date of the Memorandum, and any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), after the date of the Memorandum, unless otherwise noted. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in form and substance reasonably satisfactory to the form attached hereto as Exhibit A Initial Purchasers (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedwill agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. On the Closing Date (as defined in Section 3 below), the Initial Purchasers will transfer the net proceeds of the sale of the Notes as follows: (a) deposit an amount sufficient to redeem the Company's 8 7/8% Senior Subordinated Notes due 2008 (the "8 7/8 Notes") in accordance with the redemption notice issued pursuant to Section 7(l) below (the "Escrowed Funds"), which funds will be used to purchase or redeem the 8 7/8% Notes, and (b) wire transfer (same day funds) the remaining net proceeds of the sale of the Notes to such account or accounts as the Company shall specify prior to the Closing Date. The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an escrow agreement substantially in the form of the Escrow Agreement, dated as of December 20, 2002, between the Company and State Street Bank and Trust Company (the "Escrow Agreement") to be dated as of the Closing Date by and among the Company and an escrow agent to be determined by the Company and reasonably acceptable to the Initial Purchasers (the "Escrow Agent"). Funds in the Escrow Account will be disbursed, until the purchase or redemption in full of the 8 7/8 Notes, to the Company solely upon certification by the Company that the funds will be immediately used to (i) fund the purchase price to be paid by the Company for the 8 7/8 Notes pursuant to a tender offer and/or (ii) fund the redemption price of the 8 7/8 Notes. Any funds remaining in the Escrow Account after the purchase or redemption by the Company of all of the 8 7/8 Notes will be disbursed to the Company. Upon the satisfaction of certain conditions as set forth in the Escrow Agreement, the Escrowed Funds will be released as set forth in Section 3.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 100,000,000 aggregate principal amount of its 4.87510 3/8% Senior Subordinated Notes due 2009Due 2007, Series A (the “"Notes”"). The Notes will be guaranteed (the ----- "Guarantees") on a senior subordinated basis by the Guarantors named on the ---------- signature pages hereto (the "Guarantors"). The Notes are to be issued under an ---------- indenture (the “"Indenture”") to be dated as of January 23October 15, 2004 1997 by and between among the Company --------- Company, the Guarantors and US IBJ Xxxxxxxx Bank & Trust National AssociationCompany, as Trustee (the “"Trustee”"). -------- Prior to the issuance and sale of the Notes, the Company entered into a senior secured revolving credit facility (together with all documents executed in connection therewith, the "Credit Agreement") among the Company, the ---------------- Guarantors and First Union National Bank. The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in --- reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15October 8, 2004 1997 (the “"Preliminary ----------- Memorandum”) "), and a final offering memorandum dated January 15October 24, 2004 1997 (the “"Final ---------- ----- Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a “"Memorandum”") setting forth or including a description de- ---------- scription of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights --------- ------------------- Agreement”"), pursuant to which the Company has agreed, among other things, to --------- file a registration statement (the "Registration Statement") with the Securities ---------------------- and Exchange Commission (the “"Commission”") registering the Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 158,088,000 aggregate principal amount at maturity of its 4.875113/4% Senior Discount Notes due 2009, Series A 2006 (the “"Notes”"). The obligations of the Company under the Indenture (defined below) and the Notes will be unconditionally guaranteed on a senior unsecured basis (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), dated as of July 27, 1998 among the Company, the Guarantors and Wilmington Trust Company, as trustee (the " Trustee"). The Notes and the Guarantees are hereinafter referred to be issued under an indenture (collectively as the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). "Securities." The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15July 2, 2004 1998 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15July 22, 2004 1998 (including the “documents annexed thereto, the "Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the Notes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein All references in this Agreement to the Preliminary financial statements and schedules and other information which is "contained," "included" or "stated" in any Memorandum (or the Final Memorandum other references of like import) shall be deemed to refer to mean and include all such financial statements and schedules and other information which is included in any Memorandum. The Company and the documents incorporated by reference thereinGuarantors understand that the Initial Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe 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 ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially Agreement dated as of the Closing Date (as defined in Section 3 below) among the form attached parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents".

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 500,000,000 aggregate principal amount of its 4.8758 7/8% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the “"Indenture”) to be "), dated as of January June 23, 2004 by and between 1997, among the Company and US Company, The Bank Trust National Associationof New York, a New York banking corporation, as Trustee trustee (the “"Trustee”"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Commission promulgated thereunder, the "Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15June 10, 2004 1997 (including the “documents incorporated by reference therein, the "Preliminary Memorandum”) "), and a final offering memorandum dated January 15June 17, 2004 1997 (including the “documents incorporated by reference therein, the "Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") each setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Subsidiary Guarantors understand that the Initial Purchasers propose to make an offering of the Preliminary Notes only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and include (7) under Regulation D of the documents incorporated by reference thereinAct in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Act. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A Agreement (the “"Registration Rights Agreement”"), dated as of June 17, 1997 among the parties hereto pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActAct or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes, by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser (a) the Initial Purchasers $350,000,000 aggregate principal amount number of shares of its 4.875% Senior Notes due 2009Series E Cumulative Convertible Preferred Stock (the "Series E Preferred Stock") set forth on the signature page of such Purchaser hereto, Series and (b) a warrant, substantially in the form attached hereto as Exhibit A (the “Notes”"Warrants"), to acquire 50 shares (the "Warrant Shares") of the Company's common stock, no par value (the "Common Stock"), for each share of Series E Preferred Stock purchased. The rights, preferences, privileges and restrictions of the Series E Preferred Stock are set forth in the Form of Certificate of Determination attached hereto as Exhibit B (the "Series E Certificate of Determination"). The Notes are to be issued under an indenture Each share of Series E Preferred Stock shall be, at the option of the holder, convertible into shares (the “Indenture”"Conversion Shares") to be dated of Common Stock as provided in the Series E Certificate of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”)Determination. The Notes shares of Series E Preferred Stock and the Warrants are sometimes herein collectively referred to as the "Securities". The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, (i) the Company has made available its periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 since January 1, 2001, and all amendments thereto, and (ii) the Company has prepared a preliminary offering memorandum an Executive Summary dated January 1525, 2004 2002 (the “Preliminary Memorandum”"Executive Summary") and a final offering memorandum slide presentation dated January 1525, 2004 2002 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"Slide Presentation") setting forth or including a description of certain information with respect to the terms of the Notes, the terms of Company and the offering of the NotesSecurities. These reports, a description of filings and amendments, along with the Company Executive Summary and any material developments relating Slide Presentation, are collectively referred to as the Company occurring after the date of the most recent historical "Disclosure Documents". All references in this Agreement to financial statements included therein. Any reference herein to and schedules and other information which is "contained," "included" or "stated" in the Preliminary Memorandum Disclosure Documents (or the Final Memorandum other references of like import) shall be deemed to refer to mean and include the documents all such fi- nancial statements and schedules and other information which is incorporated by reference thereinin the Disclosure Documents. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights AgreementAgreement to be dated as of March 29, substantially in 2002 among the form attached parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has agreed, among other things, to file a shelf registration statement with (the "Shelf Registration Statement") pursuant to Rule 415 under the Securities Act of 1933 relating to the resale of the Conversion Shares and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in Warrant Shares by holders thereof. This Agreement, the Registration Rights Agreement, the Warrants, and the Engagement Letter (the "Engagement Letter") under dated as of March 29, 2002 with Roth Capital Partners, LLC (the Act"Placement Agent") are herein collectixxxx referred to as the "Basic Documents".

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 152,250,000 aggregate principal amount of its 4.87511 1/4% Senior Subordinated Notes due 2009, Series A 2009 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees") and on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), dated as of June 16, 1999, among the Company, the Guarantors and IBJ Whitehall Bank & Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to be issued under an indenture (collectively as the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). "Securities." The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15May 26, 2004 1999 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15June 14, 2004 1999 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the Notes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Issuers understand that the Initial Purchasers propose to make an offering of the Preliminary Notes only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and include (7) under Regulation D of the documents incorporated by reference thereinSecurities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights AgreementAgreement dated as of June 16, substantially in 1999 among the form attached parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes (as defined in the Registration Rights Agreement), the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities in connection with an overall plan to recapitalize and restructure certain of the indebtedness of Consorcio G Grupo Xxxx, S.A. de C.V. ("Grupo Xxxx") and its subsidiaries, including the Issuers. The recapitalization and restructuring will include the following transactions (collectively, the "Transactions"):

The Securities. Subject to the terms and --------------- conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 275,000,000 aggregate principal amount of its 4.8757 3/4% Senior Subordinated Notes due 20092012, Series A having the terms set forth on Schedule II hereto (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23on or about December 20, 2004 2002 by and between the Company and US State Street Bank and Trust National AssociationCompany, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than the close of the Notesbusiness on December 16, 2002 copies of an offering memorandum to be dated December 6, 2002 (including documents incorporated by reference therein, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary "Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference references herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the any documents incorporated by reference thereintherein as of the date of the Memorandum, and any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), after the date of the Memorandum, unless otherwise noted. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in form and substance reasonably satisfactory to the form attached hereto as Exhibit A Initial Purchasers (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedwill agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. On the Closing Date (as defined in Section 3 below), the Initial Purchasers will deposit the gross proceeds of the sale of the Notes (the "Escrowed Funds"), representing funds that will be used to purchase or redeem the Company's 9 3/4% Senior Subordinated Debentures due 2007 (the "Debentures"). The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an escrow agreement in form and substance reasonably satisfactory to the Initial Purchasers (the "Escrow Agreement") to be dated as of the Closing Date by and among the Company and an escrow agent to be determined by the Company and reasonably acceptable to the Initial Purchasers (the "Escrow Agent"). Funds in the Escrow Account will be disbursed (i) to the Initial Purchasers as set forth in Section 3 and (ii) until the purchase or redemption in full of the Debentures, to the Company solely upon certification by the Company that the funds will be immediately used to (i) fund the purchase price of to be paid by the Company for the Debentures pursuant to a tender offer and/or (ii) fund the redemption price of the Debentures. Any funds remaining in the Escrow Account after such disbursement to the Initial Purchasers and the purchase or redemption by the Company of all of the Debentures will be disbursed to the Company. Upon the satisfaction of certain conditions as set forth in the Escrow Agreement, the Escrowed Funds will be released as set forth in Section 3.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 25,000,000 aggregate principal amount of its 4.8757.375% Senior Notes due 2009, Series A 2019 (the “Notes”). The Notes are to be issued under an indenture that certain Indenture dated as of January 28, 2011, as supplemented by that certain First Supplemental Indenture dated as of May 6, 2011 and that certain Second Supplemental Indenture dated as of January 15, 2013 (as supplemented, the “Indenture”) to be dated as of January 23), 2004 by and between among the Company Company, the Guarantors and US Bank Trust Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The Company has previously issued $250,000,000 in aggregate principal amount of its 7.375% Senior Notes due 2019 under the Indenture (the “Existing Notes”). The Notes constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Notes will have identical terms to the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on a senior unsecured basis, jointly and severally, by the Guarantors. The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has and the Guarantors have prepared a preliminary offering memorandum dated January 15November 19, 2004 2014 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, Securities and the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.developments

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 121,500,000 aggregate principal amount of its 4.8758 7/8% Senior Subordinated Notes due 20092012, Series A (the “"Notes”"). The Notes will be guaranteed (the "Guarantee") on a senior subordinated basis by the Guarantor. The Notes and the Guarantee are collectively referred to herein as the "Securities." The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23February 20, 2004 by and between among the Company Company, the Guarantor and US Bank Trust National AssociationXxxxx Fargo Bank, N.A., as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom; provided that the representations and warranties of the Initial Purchasers contained in Section 8 hereof are true, accurate and complete and the offer and sale of the Securities is conducted in the manner set forth in the Final Memorandum. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15February 2, 2004 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15February 12, 2004 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including including, among other things, a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, and a description of the Company and any material developments relating the Guarantor. In connection with the offering of the Securities, the Company, the Guarantor and certain other Subsidiaries (as defined below), LaSalle Bank N.A., as agent and the lenders thereunder will enter into an amendment to the Company occurring after Company's existing revolving credit agreement (the date "Credit Agreement"). Concurrently with the offering of the most recent historical financial statements included therein. Any reference herein Securities, the Company will sell (the "CVC Sale") $19,400,000 aggregate principal amount of its 8% Senior Subordinated Notes due 2012, Series A (the "CVC Notes"), issued under the Indenture, to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference thereinCVC Capital Funding, LLC. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially Agreement to be dated as of the Closing Date (as defined in the form attached hereto as Exhibit A Section 3 below) (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedIssuers will agree, among other things, to file a registration statement with the Securities and Exchange Commission (the “"Commission”"), under the circumstances set forth therein, (i) registering a registration statement under the Act (the "Exchange Offer Registration Statement") relating to the notes (the "Exchange Notes," which term includes the related guarantee of the Subsidiary Guarantor) to be offered in exchange (the "Exchange Offer") for the Notes or and (ii) as and to the extent required by the Registration Rights Agreement, to file with the Commission a shelf registration statement pursuant to Rule 415 under the 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, and to use their best efforts to cause such Registration Statements to be declared effective in accordance with the provisions of the Registration Rights Agreement. This Purchase Agreement (this "Agreement"), the Notes, the Guarantee, the Exchange Notes and related guarantee, the Private Exchange Notes (as defined in the Registration Rights Agreement) under and related guarantee, the ActIndenture and the Registration Rights Agreement are hereinafter referred to collectively as the "Operative Documents."

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes Companies propose to issue and sell to the Initial Purchasers Purchaser $350,000,000 55,869,000 aggregate principal amount at maturity of its 4.875their 12 7/8% Senior Discount Notes due 2009, Series A 2008 (the “"Notes”"). The obligations of the Companies under ----- the Indenture (as hereinafter defined) and the Notes will be conditionally guaranteed (the "Guarantees") by the Guarantor, as described in the Indenture ---------- (as defined below). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities are to be issued under pursuant to ---------- an indenture (the “"Indenture”) to be "), dated as of January 23August 21, 2004 by 1998, among the ---------- Companies, the Guarantor and between the Company and US Bank of Montreal Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Notes will be secured by the Pledged Collateral (as defined in -------- the Pledge Agreement) pursuant to a pledge agreement (the "Pledge Agreement") to ---------------- be dated the Closing Date (as defined in Section 3 below). The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. regis- In connection with the sale of the NotesSecurities, the Company has Companies have prepared a preliminary offering memorandum dated January 15July 29, 2004 (the “Preliminary Memorandum”) 1998 and a final offering memorandum dated January 15August 17, 2004 1998 (the “Final "Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) "), setting forth or ---------- including a description descrip tion of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Companies and the Guarantor and any material developments relating to the Company Companies and the Guarantor occurring after the date of the most recent historical financial statements included therein. Any reference herein The Companies and the Guarantor understand that the Initial Purchaser proposes to make an offering of the Preliminary Securities only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably believes to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A ---- under the Act, as such rule may be amended from time to refer time ("Rule 144A"), in --------- transactions under Rule 144A, and in private sales exempt from registration under the Act, and outside the United States to and include certain persons in reliance on Regulation S under the documents incorporated by reference thereinAct. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of a registration rights agreement to be dated the Closing Date among the parties hereto (the "Registration Rights ------------------- Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), ") pursuant to which the Company has Companies and the Guarantor have agreed, among --------- other things, to file (i) a registration statement (the "Registration ------------ Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActAct or (ii) a shelf registra tion statement pursuant to Rule 415 under the Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement, the Pledge Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The --------------- Compa xxxx propose to issue the Notes in connection with the repay ment of certain outstanding indebtedness and the System Acquisition to be effected pursuant to the Financing Plan (collec tively, the "Transactions") (together ------------ with each other agreement entered into in connection with any of the foregoing, the "Transaction Documents"). Capitalized terms used herein without definition ----------- --------- have the meanings ascribed to such terms in the Memorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 50,000,000 aggregate principal amount of its 4.87511 1/4% Senior Secured Notes due 20092005, Series A (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees" and, together with the Notes, the "Securities") by Fabricated Products, Inc., a Delaware corporation ("Fabricated Products"), Doe Run Cayman Ltd., a Cayman Islands company ("Doe Run Cayman"), Doe Run Mining S.R.L., a Peruvian company ("Doe Run Mining") and Doe Run Peru S.R.L., a Peruvian company (collectively with its subsidiaries, "Doe Run Peru") (collectively, the "Guarantors" and, together with the Company, the "Issuers"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23September 1, 2004 1998 by and between among the Company, the Guarantors, and State Street Bank and Trust Company and US Bank Trust National Association, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has Issuers have prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum circular dated January 15August 26, 2004 1998 (the “Final "Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and the Guarantors and any material developments relating to the Company and the Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights AgreementAgreement to be dated as of the Closing Date (as defined in Section 3 below), substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has Issuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Initial Purchaser and its direct and indirect transferees of the Notes will also be entitled to the benefits of the Security Agreement to be dated as of the Closing Date (the "Security Agreement") pursuant to which the Company has agreed, among other things to grant a first priority security interest in the property, plant and equipment of ASARCO Incorporated's ("ASARCO") Missouri Lead Division (the "ASARCO MLD") in accordance with the terms of the Indenture.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 150,000,000 aggregate principal amount of its 4.87510% Senior Subordinated Notes due 2009, Series A 2008 (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23July 31, 2004 1998 by and between among the Company Company, each of the Guarantors party thereto from time to time, and US Norwest Bank Trust Minnesota, National Association, as Trustee trustee (the “"Trustee”"). The Notes are being issued and sold in connection with the recapitalization of the Company (the "Recapitalization") pursuant to the Agreement and Plan of Merger, dated June 23, 1998 (the "Merger Agreement"), between Globe Acquisition Company and Globe Manufacturing Co. (to be renamed Globe Holdings, Inc. in connection with the transactions described below), a Massachusetts corporation ("Globe Holdings"). The Recapitalization will be financed by (i) the proceeds from the issuance of the Notes, (ii) proceeds from an investment by Code, Xxxxxxxx & Xxxxxxx III, L.P. and certain other investors in Globe Holdings, and (iii) borrowings under the Senior Credit Facility (as defined in the Final Memorandum). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January July 15, 2004 1998 (the “"Preliminary Memorandum”) "), and the Company will prepare a final offering memorandum dated January 15July 28, 2004 1998 (the “"Final Memorandum”"); the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and the Company's subsidiary listed in Schedule 1 attached hereto (the "Subsidiary") and any material developments relating to the Company and the Subsidiary occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering in order to register the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser, severally and not jointly, (a) the Initial Purchasers $350,000,000 aggregate principal amount number of shares of its 4.875% Senior Notes due 2009Class A Common Stock, Series par value $0.10 per share (the "Common Stock"), set forth on the signature page of such Purchaser hereto (collectively, the "Shares") (b) a warrant, substantially in the form attached hereto at Exhibit A (the “Notes”"Series A Warrants"), to acquire one (1) share (the "Series A Warrant Shares") of Common Stock for each two (2) Shares purchased pursuant to this Agreement, and (c) a warrant, substantially in the form attached hereto as Exhibit B (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), to acquire one (1) share (the "Series B Warrant Shares" and, together with the Series A Warrant Shares, the "Warrant Shares") of Common Stock for each two (2) Shares purchased pursuant to this Agreement. The Notes Shares and the Warrants are sometimes herein collectively referred to be issued under an indenture (as the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”)"Securities". The Notes Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15made available to the Purchasers its periodic and current reports filed with the Commission under the Securities Exchange Act of 1934, 2004 as amended (the “Preliminary Memorandum”) "Exchange Act"), since January 1, 2001. These reports, filings and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being amendments are collectively referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating "Disclosure Documents". All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to and schedules and other information which is "contained," "included" or "stated" in the Preliminary Memorandum or the Final Memorandum Disclosure Documents shall be deemed to refer to mean and include the documents incorporated by reference thereinall such financial statements and schedules. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the a Registration Rights Agreement, Agreement in substantially in the form attached hereto as Exhibit A C (the “"Registration Rights Agreement”), ") pursuant to which the Company has agreedwill agree, among other things, to file effect a shelf registration statement with (the "Shelf Registration Statement") pursuant to Rule 415 under the Securities Act relating to the resale of the Shares and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Warrant Shares by holders thereof. The Registration Rights Agreement) under , the ActEngagement Letter with Xxxx Capital Partners, LLC (the "Placement Agent"), the Warrants and this Agreement are herein collectively referred to as the "Basic Documents".

The Securities. Subject to the terms and conditions -------------- herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 200,000,000 aggregate principal amount of its 4.87510 1/4% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), dated as of October 23, 1997, among the Company, the Guarantors and United States Trust Company of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to be issued under an indenture (collectively as the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). "Securities." The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15September 29, 2004 1997 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15October 17, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the Notes, a description of the Company and its subsidiaries and Lil' Champ Food Stores, Inc., a Florida corporation ("Lil' Champ") and any material developments relating to the Company and its subsidiaries and Lil' Champ occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Preliminary Notes only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to and include certain persons in reliance on Regulation S under the documents incorporated by reference thereinSecurities Act. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the a Registration Rights Agreement, Agreement substantially in the form attached hereto as Exhibit Annex A among the parties hereto (the “"Registration Rights Agreement”), ") pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents." The Issuers propose to issue the Securities in connection with the consummation of certain related transaction including (i) the acquisition (the "Lil' Champ Acquisition") by the Company of Lil' Champ and (ii) an equity investment in the Company of $32.4 million by certain existing stockholders and management of the Company (the "Equity Investment"). In addition, the Company is (i) entering into a New Credit Facility (as defined in the Final Memorandum) and (ii) conducting a tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to its 12% Series B Senior Notes due 2000 (the "Senior Notes"). The Lil' Champ Acquisition, the Equity Investment, the New Credit Facility, the Tender Offer and the Consent Solicitation are collectively referred to herein as the "Transactions" and the stock purchase agreement relating to the Lil' Champ Acquisition, the stock purchase agreement relating to the Equity Investment, the New Credit Facility and the supplemental indenture relating to the consent solicitation are collectively referred to as the "Transaction Documents". At the time the Lil' Champ Acquisition is consummated (the "Effective Time"), which shall occur simultaneously with the consummation of the sale of the Securities, Lil' Champ will become a wholly owned subsidiary of the Company and will execute and deliver this Agreement and the Guarantees and become subject to all of the provisions of this Agreement and the Guarantees as a Guarantor.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 100,000,000 aggregate principal amount of its 4.8759 1/8% Senior Subordinated Notes due 2009, Series A 2008 (the “"Fixed Rate Notes”") and $50,000,000 aggregate principal amount of its Floating Interest Rate Subordinated Term Securities due 2008 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23April 24, 2004 1998 by and between the Company, the Guarantors and United States Trust Company and US Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes will be guaranteed (collectively, the "Guarantees") on an unsecured senior subordinated basis by each of the Company's domestic subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities." The Company and the Guarantors are collectively referred to herein as the "Issuers". The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15March 31, 2004 1998 (the “"Preliminary Memorandum”) "), and a final offering memorandum dated January 15April 17, 2004 1998 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Company, a description of the Recapitalization (as defined below) and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has Issuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. As described in the Preliminary Memorandum and the Final Memorandum, the offering of the Notes is part of an over-all recapitalization of the Company (the "Recapitalization"), pursuant to which the Company has entered into a recapitalization agreement (the "Recapitalization Agreement"), dated as of March 6 1998, whereby a Delaware corporation formed by the Thomxx X. Xxx Xxxpany ("THL Co.") will merge with and into the Company (the "Merger"). Upon consummation of the Merger, THL Fund IV, L.P. and other affiliates of THL Co. (together, "THL") will own approximately 90.1% of the issued and outstanding shares of Common Stock of the Company (the "Common Stock"), existing shareholders (including management) of the Company will retain approximately 7.3% of the issued and outstanding Common Stock and management will purchase additional shares representing approximately 2.6% of the issued and outstanding Common Stock. In connection with the Recapitalization, (i) the Company and the Guarantors will enter into a new credit facility (the "New Credit Facility") with Bankers Trust New York Corporation, as administrative agent, and Merrxxx Xxxcx Xxxital Corporation, as syndication agent, providing for a $55.0 million term loan facility, a $35.0 million revolving credit facility, and a $100.0 million acquisition facility and (ii) the Company will receive up to $99.1 million (the "Equity Contribution") from the sale of capital stock to THL, Bernxxx X. Xxxxxxx xxx other members of management consisting of (i) approximately $71.4 million from the sale of Common Stock and (ii) approximately $27.8 million from the sale of New Preferred Stock of the Company (the "New Preferred Stock").

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $350,000,000 100,000,000 aggregate principal amount of its 4.875the Issuer's 11 1/2% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Issuer's subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued under an indenture (the “"Indenture”") to be dated the Closing Date (as of January 23, 2004 defined below) by and between among the Company Issuer, the Guarantors and US Bank Bankers Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Notes Securities will be offered and sold to the Initial Purchasers you without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefromtherefrom and pursuant to exemptions from the prospectus and registration requirements of the Securities Act (Nova Scotia). In connection with the sale of the NotesSecurities, the Company Issuer has prepared a preliminary offering memorandum dated January 15October 30, 2004 1997 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15November 14, 2004 1997 (the “"Final 2 Memorandum”; ," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Issuer and the Guarantors and any material developments relating to the Company Issuer and the Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 200,000,000 aggregate principal amount of its 4.87510 7/8% Senior Subordinated Notes due 2009, Series A 2004 (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23March 24, 2004 1997 by and between among the Company and US IBJ Xxxxxxxxx Bank & Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15March 17, 2004 1997 (the “"Preliminary Memorandum”") and will prepare a final offering memorandum dated January 15March 19, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company and the Initial Purchaser will enter into a Registration Rights Agreement (the "Registration Rights Agreement") prior to or concurrently with the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees issuance of the Notes will be entitled Notes. Pursuant to the benefits of the Registration Rights Agreement, substantially in under the form attached hereto as Exhibit A (circumstances and the “Registration Rights Agreement”)terms set forth therein, pursuant to which the Company has agreed, among other things, will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”"): (i) registering a registration statement on Form S-4 (the Notes or the "Exchange Notes Offer Registration Statement") relating to a registered Exchange Offer (as defined in the Registration Rights Agreement) for the Notes under the ActAct to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from Xxxxx 00, 0000, (x) such Notes will not contain restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances) that would be registered under the Act (the "Exchange Notes"); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Notes by such holders who satisfy certain conditions relating to, including the provision of information in connection with the Shelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 60,000,000 aggregate principal amount of its 4.8757% Senior Notes due 2009, Series A 2014 (the “"Notes”"). The Notes will be unconditionally guaranteed (the "Guarantees") on a senior basis by the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23March 22, 2004 by and between among the Company Company, the Subsidiary Guarantors and US U.S. Bank Trust National Association, as Trustee (the “"Trustee”"), as amended by that certain Supplemental Indenture dated as of July 20, 2004 by and among the Company, the Subsidiary Guarantors and the Trustee. The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary final offering memorandum dated January 15as of October 29, 2004 (the “Preliminary "Memorandum”) "), substantially in the form of and a final not otherwise materially different from the offering memorandum dated January March 15, 2004, as modified to reflect the financial and other information contained in the Form 10-Q’s dated May 4, 2004 (the “Final Memorandum”; the Preliminary Memorandum and August 4, 2004 and the Final Memorandum Form 8-K dated October 26, 2004, in each herein being referred to case, as a “Memorandum”filed by the Company with the Commission (as defined below) and setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Form 10-Q for the quarter ended September 30, 2004 will contain the Company’s nine months ended financial statements, which shall not in substance be materially different from nine months ended financial statements contained in the the Company’s Form 8-K dated October 26, 2004. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has and the Subsidiary Guarantors have agreed, among other things, to use their best efforts to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to each Initial Purchaser, severally and not jointly, the Initial Purchasers $350,000,000 aggregate principal amount of its 4.875% Notes (as defined below) set forth in Schedule A opposite the name of such Initial Purchaser. The 10 ¼% Senior Secured Notes due 2009, Series A 2012 (the “Notes”). The Notes ) are to be issued under an indenture (the “Indenture”) to be dated as of January 23May 5, 2004 by and between the Company Issuers, the guarantors listed on Schedule 1 (the “Guarantors”) and US The Bank Trust National Associationof New York, as Trustee (the “Trustee”), and will be guaranteed on a senior secured basis by each of the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15April 21, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15April 30, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including including, among other things, a description of the terms of the NotesSecurities and the collateral securing the Securities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein Concurrently with the issuance of the Securities, Wise Alloys LLC and Wise Recycling LLC will enter into an amendment and restatement of the credit agreement dated as of September 10, 2002 among Wise Alloys LLC and Wise Recycling LLC, as borrowers, the guarantors party thereto from time to time, Congress Financial Corporation, as agent (the “Administrative Agent”) and the lenders (the “Lenders”) party thereto from time to time (the “Credit Agreement”) and will repay a portion of the loans outstanding thereunder. In connection with the foregoing, Wise Alloys LLC and Wise Recycling LLC will also enter into documentation with the Administration Agent providing for the release of certain liens (the “Collateral Release Documents”). Concurrently with the issuance of the Securities, the Company will repay the entire amount of 15% Senior Subordinated Secured Notes due September 10, 2009 (“Existing Senior Notes”) and accrued and unpaid interest thereon. Furthermore, the Company will repurchase a membership interest of Prudential Capital Partners, L.P., Prudential Capital Partners Management Fund, LP and Prudential Capital Partners—U.S. Fund LP (collectively, “Prudential Capital”) and pay Prudential Capital a prepayment premium relating to the Preliminary Memorandum or Existing Senior Notes. The Notes will be secured on a first priority basis by liens on certain real property of the Issuers and the Guarantors set forth on Schedule 2 (each, a “Mortgaged Property” and together, the “Mortgaged Properties”) and certain personal property of the Issuers as described in the Final Memorandum shall (the “Primary Collateral”), and documented by mortgages or deeds of trust (collectively, the “Mortgages”) evidencing the liens on the Mortgaged Properties and by the security documents set forth on Schedule 3 evidencing the liens on the Primary Collateral (together with the Mortgages, the “Primary Collateral Documents”). The Notes will also be deemed to refer to secured on a second priority basis by liens on certain other assets of the Issuers and include the Guarantors as described in the Final Memorandum (the “Secondary Collateral” and, together with the Primary Collateral, the “Pledged Collateral”), and documented by the documents incorporated by reference thereinset forth on Schedule 3 evidencing the liens on the Secondary Collateral (the “Secondary Collateral Documents” and, together with the Primary Collateral Documents, the “Collateral Documents”). The Trustee, on behalf of the holders of the Notes, will enter into an intercreditor agreement (the “Intercreditor Agreement”) with the Issuers and with the Agent for the Lenders. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has Issuers and the Guarantors have agreed, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes Notes, the Guarantees or the Exchange Notes and the related guarantees thereof (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 105,000,000 aggregate principal amount of its 4.87510 1/8% Senior Subordinated Notes due 2009, Series A 2005 (the “Notes”"NOTES"). The Notes will be guaranteed (the "GUARANTEES" and, together with the Notes, the "SECURITIES") by each Guarantor on a senior subordinated basis. The Securities are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January 23July 15, 2004 by 1997 among the Company, the Guarantors and between the Company and US Bank Trust National AssociationNorwest Bank, Minnesota, N.A., as Trustee (the “Trustee”"TRUSTEE"). Shortly after the issuance and sale of the Securities, the Company will terminate its existing senior credit facility and execute a new senior secured revolving credit facility (together with all documents executed in connection therewith, the "CREDIT AGREEMENT") among the Company, its subsidiaries, Bankers Trust Company, as agent, and certain financial institutions party thereto which will provide revolving borrowing availability of up to $75.0 million, subject to a borrowing base. The Notes Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15July 2, 2004 1997 (the “Preliminary Memorandum”) "PRELIMINARY MEMORANDUM"), and a final offering memorandum dated January 15July 18, 2004 1997 (the “Final Memorandum”"FINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"MEMORANDUM") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which each of the Company Issuers has agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the Notes or exchange of the Securities for the Exchange Notes Securities (as defined in the Registration Rights Agreement) or, in certain circumstances, the resale of the Securities under the Act. This Agreement, the Securities, the Indenture and the Registration Rights Agreement are herein collectively referred to as the "OFFERING DOCUMENTS." The issuance of the Securities and the consummation of the other transactions contemplated hereby are herein collectively referred to as the "TRANSACTIONS."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 175,000,000 aggregate principal amount of its 4.875101/2% Senior Subordinated Notes due 2009, Series A 2012 (the “"Notes”"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") on a senior subordinated basis by each of the Guarantors. The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23August 8, 2004 2002 by and between among the Company Company, the Guarantors and US The Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes Securities will be issued in connection with and conditioned upon the acquisition by the Company of Grove Investors, Inc. (the "Target") (the "Acquisition") pursuant to an Agreement and Plan of Merger (the "Agreement and Plan of Merger") and the other related documents (together with the Agreement and Plan of Merger, the "Acquisition Documents") dated as of March 18, 2002. On the Closing Date, Grove Investors, Inc., Grove Holdings, Inc., Grove Worldwide, Inc., Crane Acquisition Corp., Crane Holding Inc. and Grove U.S. LLC will become parties to this Agreement for purposes of the indemnification set forth in Section 10 hereof by executing a Joinder Agreement substantially in the form attached hereto as Exhibit A (the "Joinder Agreement"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15July 19, 2004 2002 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15August 2, 2004 2002 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities (except that the Preliminary Memorandum excludes certain pricing and related information), the terms of the offering of the NotesSecurities, a description of the Company Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A B (the “"Registration Rights Agreement”"), pursuant to which the Company has and the Guarantors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes Securities (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 50,000,000 aggregate principal amount of its 4.87511% Senior Secured Notes due 20092013, Series A (the “"Notes”"). The Notes are to be issued under an indenture, dated as of February 7, 2003 (the "Indenture"), pursuant to which $300,000,000 of notes of the same series were previously issued, as amended and supplemented by a supplemental indenture (the “"First Supplemental Indenture”") to be dated as of January 23, 2004 by and the Closing Date (as hereinafter defined) between the Company and US The Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15July 29, 2004 2003 which includes as a part thereof the final prospectus contained in the Company's Registration Statement on Form S-4 (Commission File No. 333-104485) relating to the “exchange of the notes originally issued pursuant to the Indenture (collectively, the "Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the Notes and the collateral securing the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to The Notes will be secured by liens on certain real property of the Preliminary Memorandum or Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the "Mortgaged Properties") and certain other assets of the Company as described in the Final Memorandum shall be deemed to refer to (the "Pledged Collateral"), and include documented by the mortgages (the "Mortgages") evidencing the Liens on the Mortgaged Properties and by the other documents incorporated by reference thereinset forth on Schedule 3 evidencing the Liens on the Pledged Collateral (together with the Mortgages, the "Collateral Documents"). The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 150,000,000 aggregate principal amount of its 4.8757.25% Senior Notes due 2009, Series A Due 2007 (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23March 1, 2004 by and 1997 between the Company and US The Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended 1933 (the “"Act”"), in reliance on one or more exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15February 28, 2004 1997 (together with the “documents incorporated by reference therein, the "Preliminary Memorandum”") and a final offering memorandum dated January 15March 10, 2004 1997 (together with the “documents incorporated by reference therein, the "Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the Notes, the terms of Notes and the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined therein) or, in certain cases, the Registration Rights Agreement) Notes under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 43,500,000 aggregate principal amount at maturity of its 4.875% Senior Notes due 2009Discount Notes, Series A (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23February 20, 2004 1998 by and between the Company and US Bank United States Trust National AssociationCompany of New York, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 1528, 2004 1998 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15February 13, 2004 1998 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.. The Notes are being issued in connection with the consummation of the transactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the "Stock Purchase Agreement") between Tidewater, Inc. ("Tidewater") and TW Acquisition Corp. ("TW"), a wholly owned subsidiary of the Company, pursuant to which TW will acquire 100% of the voting securities of Tidewater Compression Service, Inc. from Tidewater (the "Acquisition") for a purchase price of $360 million (the "Purchase Price"). TW will fund the Purchase Price with (i) the gross proceeds of the issuance of the TW Senior Discount Notes due 2008 (the "TW Notes"); (ii) an aggregate equity contribution of $105 million (the "Equity Contribution") from the Company, derived from an $81 million cash contribution from Xxxxxx Xxxxxx Partners III, L.P. ("CHP") (which organized both the Company and TW and is the controlling stockholder of the Company) and other parties to the Company (the "Cash Contribution") and $24 million net proceeds from the issuance of the Notes offered hereby; and (iii) a Term Loan Credit Facility of $75 million and a Revolving Credit Facility of $85 million ($38 million of which will be drawn at the closing of the Acquisition), each with Bankers Trust Company, as agent, and other lending institutions (the "Credit Agreement"). Immediately following the issuance of the TW Notes and the completion of the Acquisition, TW will be merged (the "Merger") pursuant to a Merger Agreement (the "Merger Agreement") with and into Tidewater Compression Service, Inc., which will change its name to Universal Compression, Inc. The Stock Purchase Agreement, the Credit Agreement and the Merger Agreement are collectively referred to herein as the "Transaction Documents". All references in this Agreement to the "Company" mean Universal Compression Holdings, Inc.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $350,000,000 115,000,000 aggregate principal amount of its 4.8758-7/8% Senior Notes due 2009, Series A 2005 (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior basis by the Parent and on a senior basis by the Subsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities". The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23August 1, 2004 1997 by and between among the Company Issuer, the Guarantors and US Bank Trust National AssociationCrestar Bank, as Trustee (the “"Trustee”"). All of the issued and outstanding capital stock of the Issuer and the Subsidiary Guarantor will be pledged by the Company to the Trustee for the benefit of holders of the Notes. On or prior to the Closing Date (as defined below), the Issuer will execute a new credit facility with a commitment of not less than $170 million among the Issuer and two of its subsidiaries, as borrowers, Deutsche Bank A.G. as agent and Bankers Trust Commercial Corporation as co-agent (the "Global Bank Facility"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuer and the Guarantors have prepared a preliminary offering memorandum dated January 15July 10, 2004 1997 (the “"Preliminary Memorandum”) "), and a final offering memorandum dated January 15July 25, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Global Bank Facility, a description of the Issuer and the Guarantors and any material developments development relating to the Company Issuer and the Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein The Issuer and the Guarantors understand that the Initial Purchasers propose to make an offering of the Preliminary Memorandum or Notes only on the terms and in the manner set forth in the Final Memorandum shall and Section 8 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of other institutional "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) and include (7) under Regulation D of the documents incorporated by reference thereinAct in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Act. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in Agreement to be dated as of the form attached hereto Closing Date (as Exhibit A defined) (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedIssuer and the Guarantors will agree, among other things, (i) to file a registration statement with the Securities and Exchange Commission (the “"Commission”"), under the circumstances set forth therein, a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to Senior Notes due 2005 of the Issuer (the "Exchange Notes") registering to be offered in exchange (the Notes or "Exchange Offer") for the Notes, (ii) as and to the extent required by the Registration Rights Agreement, to file with the Commission a shelf registration statement pursuant to Rule 415 under the 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, and to use its best efforts to cause such Registration Statements to be declared effective and (iii) to issue and deliver Private Exchange Notes (as defined in the Registration Rights Agreement) under pursuant to the ActPrivate Exchange (as defined in the Registration Rights Agreement) to any Initial Purchaser holding Notes having the status of an unsold allotment. This Purchase Agreement (this "Agreement"), the Notes, the Guarantees, the Exchange Notes, the Private Exchange Notes, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the "Operative Documents."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 125,000,000 aggregate principal amount of its 4.8755.25% Senior Notes due 2009, Series A 2022 (the “New Notes”). The New Notes are to be issued under an that certain indenture (the “Indenture”) to be dated as of January 23February 27, 2004 2014 by and between among the Company Company, the Guarantors and US Bank Trust Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The New Notes will have the benefit of the guarantees (the “Guarantees” and, together with the New Notes, the “Securities”) provided for in the Indenture. The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. The Company has previously issued $600,000,000 in aggregate principal amount of their 5.25% Senior Notes due 2022 under the Indenture (the “Existing Notes”). The New Notes offered by the Company pursuant to this Purchase Agreement constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the New Notes offered by the Company pursuant to this Purchase Agreement will rate equally with, and will have identical terms to, the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15May 13, 2004 2016 (including the information incorporated by reference therein, the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights AgreementAs used herein, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.Pricing Disclosure Pack-

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers (the "Offering") $350,000,000 400,000,000 aggregate principal amount of its 4.8757-1/4% Senior Notes due 2009, Series A 2010 (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23May 29, 2004 2003 by and between among the Company Company, the Subsidiary Guarantors and US Bank Trust Wells Fargo Bank, National Association, as Trustee (the “"Trustee”"). Thx Xxxes will be unconditionally guaranteed (the "Guarantees") on a senior subordinated basis by each of the Subsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary an offering memorandum dated January 15May 14, 2004 2003 (including the “Preliminary information incorporated by reference therein, the "Offering Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein Concurrently with the sale of the Notes, the Company, DHM Holding Company, Inc., a Delaware corporation ("Holdings") and Solvest, Ltd. ("Solvest") will enter into an amendment (the "Amendment") to its existing senior secured credit facility (the Preliminary Memorandum or "Senior Credit Facility") dated as of March 28, 2003 by and among the Final Memorandum shall be deemed Company, the agents named therein and the lenders party thereto from time to refer to time to, among other things, permit the issue and include sale of the documents incorporated by reference thereinNotes. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedand the Subsidiary Guarantors will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 an aggregate principal amount of: (a) Two Million Eight Hundred Twelve Thousand Five Hundred (2,812,500) shares of its 4.875% Senior Notes due 2009Common Stock (the "Common Stock"), Series and (b) One Million Four Hundred Six Thousand Two Hundred Fifty (1,406,250) warrants, substantially in the form attached hereto at Exhibit A (the “Notes”"Warrants"), to acquire up to One Million Four Hundred Six Thousand Two Hundred Fifty (1,406,250)shares of Common Stock (the "Warrant Shares"). The Notes number of shares of Common Stock and Warrant Shares that any Purchaser may acquire at any time are subject to be issued under an indenture limitation so that the aggregate number of shares of Common Stock of which such Purchaser and all persons affiliated with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3 of the “Indenture”) to be dated as Securities Exchange Act of January 23, 2004 by and between the Company and US Bank Trust National Association1934, as Trustee (amended) does not at any time exceed 9.99% of the “Trustee”)Company's then outstanding Common Stock. The Notes Common Stock and the Warrants are sometimes herein collectively referred to as the "Securities." This Agreement, Registration Rights Agreement and the Warrant Agreements are sometimes herein collectively referred to as the "Transaction Documents." The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared made available (including electronically via the SEC’s XXXXX system) to Purchasers its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") together with a preliminary offering memorandum draft registration statement (excluding financial statements) on form SB-2 dated January 15February 6, 2004 (the “Preliminary MemorandumDraft SB-2”) ), as attached hereto at Exhibit B. These reports, forms, schedules, statements, documents, filings and a final offering memorandum dated January 15amendments, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being Draft SB-2 are collectively referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating "Disclosure Documents." All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to and schedules and other information which is "contained," "included" or "stated" in the Preliminary Memorandum Disclosure Documents (or the Final Memorandum other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActDisclosure Documents.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser (a) the Initial Purchasers $350,000,000 aggregate principal amount number of shares of its 4.875% Senior Notes due 2009Common Stock, Series par value $0.001 per share (the “Common Stock”), set forth on the signature page of such Purchaser hereto (collectively, the “Shares”) and (b) a warrant, substantially in the form attached hereto at Exhibit A (the “NotesWarrants”). The Notes are , to be issued under an indenture acquire one share (the “IndentureWarrant Shares”) of Common Stock, for each five Shares purchased pursuant to be dated this Agreement. The Shares and the Warrants are sometimes herein collectively referred to as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). Securities.” The Notes Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance on exemptions therefromSection 4(2) of the Securities Act and Rule 506 promulgated thereunder. In connection with the sale of the NotesSecurities, the Company has (i) prepared a preliminary confidential offering memorandum dated January 15April 9, 2004 (including the “Preliminary Memorandum”) and a final offering memorandum dated January 15documents incorporated by reference therein or attached as exhibits thereto, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) ), setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein; and (ii) made available its reports required to be filed by the Company under the Exchange Act since December 31, 2003 (the foregoing materials and all amendments thereto being collectively referred to herein as the “SEC Reports”). Any reference herein The SEC Reports, along with the Memorandum, are collectively referred to as the Preliminary Memorandum “Disclosure Documents.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Final Memorandum Disclosure Documents (or other references of like import) shall be deemed to refer to mean and include the documents all such financial statements and schedules and other information which is incorporated by reference thereinin the Disclosure Documents. The Initial Purchasers and their direct and indirect permitted transferees of the Notes Securities will be entitled to the benefits of the Registration Rights AgreementAgreement to be dated as of April 27, substantially in 2004 among the form attached parties hereto as Exhibit A (the “Registration Rights Agreement”), ) pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “CommissionRegistration Statement”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) pursuant to Rule 415 under the ActSecurities Act relating to the resale of the Shares and the Warrant Shares by holders thereof.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $350,000,000 175,000,000 aggregate principal amount at maturity of its 4.875their 10-7/8% Senior Discount Notes due 2009, Series A 2004 (the “"Notes”"). The obligations of the Issuers under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), dated as of September 30, 1997, among the Issuers, the Guarantors and Wilmington Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to be issued under an indenture (collectively as the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). "Securities." The Notes Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15September 5, 2004 (1997, the “"Preliminary Memorandum”") and a final offering memorandum dated January 15September 24, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Issuers and the Guarantors understand that the Initial Purchasers propose to make an offering of the Preliminary Securities only on the terms and in the manner set forth in the Memorandum or and Section 9 hereof as soon as the Final Memorandum shall Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to refer time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and include (7) under Regulation D of the documents incorporated by reference thereinSecurities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in Agreement dated as of the form attached Closing Date among the parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has Obligors have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant to which the Company has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and in connection therewith the Company has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA") (each as described in the Final Memorandum). In addition, the Company or one of the Guarantors, as the case may be, has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station WINT, Knoxville, Tennessee (the "Knoxville Station") (each as descxxxxd in the Final Memorandum). The St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to herein as the "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the closing hereunder, (i) ACME Parent will make a capital contribution to ACME Intermediate Holdings, LCC, a Delaware limited liability company ("ACME Intermediate"), of $21.7 million, which ACME Intermediate will simultaneously contribute to the capital of the Company (the "Parent Equity Contribution"), and (ii) ACME Intermediate will make an additional capital contri- bution to the Company of $38.2 million (the "Intermediate Equity Contribution"). The offer, purchase and sale of the Securities as contemplated by this Agreement, the consummation of the Revolving Credit Facility and the Capital Lease Facilities (each as defined and described in the Final Memorandum), the Parent Equity Contribution, the Intermediate Equity Contribution, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 242,500,000 aggregate principal amount at maturity of its 4.875% Senior Notes due 2009Discount Notes, Series A (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23February 20, 2004 1998 by and between the Company and US Bank United States Trust National AssociationCompany of New York, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 1527, 2004 1998 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15February 13, 2004 1998 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.. The Notes are being issued in connection with the consummation of the transactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the "Stock Purchase Agreement") among Tidewater, Inc. ("Tidewater") and the Company, pursuant to which the Company will acquire 100% of the voting securities of Tidewater Compression Service, Inc. from Tidewater (the "Acquisition") for a purchase price of $360 million (the "Purchase Price"). The Company will fund the Purchase Price with (i) the gross proceeds of the Notes offered hereby; (ii) an aggregate equity contribution of $105 million (the "Equity Contribution") from Universal Compression Holdings, Inc. ("Holdings"), the Company's parent, derived from an $81 million cash contribution from Xxxxxx Xxxxxx Partners III, L.P. ("CHP") (which organized both the Company and Holdings and is the controlling stockholder of Holdings) and other parties to Holdings (the "Cash Contribution") and $24 million net proceeds from the issuance of the Holdings senior discount notes due 2009 ("Holdings Notes"); and (iii) a Term Loan Credit Facility of $75 million and a Revolving Credit Facility of $85 million ($38 million of which will be drawn at the closing of the Acquisition), each with Bankers Trust Company, as agent, and other lending institutions (the "Credit Agreement"). Immediately following the issuance of the Notes and the completion of the Acquisition, the Company will be merged (the "Merger") pursuant to a Merger Agreement (the "Merger Agreement") with and into Tidewater Compression Service, Inc., which will change its name to Universal Compression, Inc. The Stock Purchase Agreement, the Credit Agreement and the Merger Agreement are collectively referred to herein as the "Transaction Documents". All references in this Agreement to the "Company" mean Universal Compression, Inc.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 100,000,000 aggregate principal amount of its 4.875[]% Senior Notes due 2009Subordinated Notes, Series A due 2008 (the “"Notes”"). The Notes are to be issued under an indenture ----- (the “"Indenture”") to be dated as of January 23May 5, 2004 1998 by and between the Company, the --------- Subsidiary Guarantors and American National Bank and Trust Company and US Bank Trust National Associationof Chicago, as Trustee (the “"Trustee”"). The Notes will be guaranteed on a senior ------- subordinated basis by the Subsidiary Guarantors, pursuant to their guarantee (the "Guarantees"). The Notes and the Guarantees are hereinafter collectively ---------- referred to as the "Securities." Capitalized terms used but not defined herein ---------- shall have the meanings given to such terms in the Indenture. The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions --- therefrom. In connection with the sale of the Notes, the Company has Issuers have prepared a preliminary offering memorandum dated January 15April 20, 2004 1998 (the “"Preliminary ----------- Memorandum”") and a final offering memorandum dated January 15, 2004 the date hereof (the “"Final ---------- ----- Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a “"Memorandum”) "), each setting forth or including a description ---------- descriptions of the terms of the Notes, the terms of the offering of Offering (as defined below), the Notestransactions contemplated thereby and hereby (the "Transactions"), a description of the Company Issuers and any material developments relating to the Company ------------ Issuers and their Subsidiaries as such term is defined in Section 1-02(x) of Regulation S-X promulgated under the Act (a "Subsidiary") occurring after the ---------- date of the most recent historical financial statements included therein. Any reference herein The Issuers understand that the Initial Purchaser proposes to make an offering of the Preliminary Memorandum or Notes (the "Offering") only on the terms and in the manner set -------- forth in the Final Memorandum shall and Section 8 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably believes to be deemed qualified institutional buyers ("Qualified Institutional Buyers" or ------------------------------ "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from ---- time to refer time ("Rule 144A"), in transactions under Rule 144A; to a limited number --------- of other institutional "accredited investors" ("Accredited Investors") as -------------------- defined in Rule 501(a)(1), (2), (3) and include (7) under Regulation D of the documents incorporated by reference thereinAct in private sales exempt from registration under the Act; and outside the United States to certain persons in reliance on Regulation S under the Act. The Initial Purchasers Purchaser and their any direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights --------- ------------------- Agreement”"), to be dated the Closing Date (as defined in Section 3 below), --------- pursuant to which the Company has agreedIssuers will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and ---------------------- Exchange Commission (the “"Commission”") registering the Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“Mxxxxxx Lxxxx”) and the several Initial Purchasers named in Schedule 1 ( together with Mxxxxxx Lxxxx, the “Initial Purchasers”) $350,000,000 aggregate principal amount of its 4.8756.75% Senior Notes due 2009, Series A 2022 (the “Notes”). The Notes will be unconditionally guaranteed (the “Guarantees”) on a senior basis by the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture (as supplemented to date, the “Indenture”) to be dated as of January 23October 4, 2004 2010 by and between among the Company Company, the Subsidiary Guarantors and US U.S. Bank Trust National Association, as Trustee (the “Trustee”). Mxxxxxx Lxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Company has previously issued $225,000,000 aggregate principal amount of 6.75% Senior Notes due 2022 (the “Existing Notes”) under the Indenture. The Securities constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), the Securities will have terms identical to the Existing Notes and will be treated as a single series of debt securities for all purposes under the Indenture. The Company has, pursuant to an Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, each dated as of November 8, 2010 (together, the “Offer to Purchase”), commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.00% notes due 2014 (the “2014 Notes”) and consent solicitation (the “Consent Solicitation”) of registered holders of the 2014 Notes to certain proposed amendments and waivers to the indenture, dated as of March 22, 2004 (as amended and supplemented, the “2014 Indenture”) among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee under the 2014 Indenture. As described in the Pricing Disclosure Package and the Final Memorandum, it is expected that proceeds from the issuance and sale of the Securities shall be used to (i) pay consideration to holders who tender their 2014 Notes in the Tender Offer to the extent the Company obtains the requisite consents under the Consent Solicitation and (ii) pay fees and expenses in connection with the Tender Offer and Consent Solicitation. The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to shall issue and sell to the Initial Purchasers an aggregate of $350,000,000 aggregate 55,000,000 principal amount of its 4.87510 5/8% Series A Senior Notes due 2009, Series A 2007 (the “Senior Notes”). The Senior Notes are to be issued under an the indenture (the “Indenture”) to be dated as of January 23November 22, 2004 2000 by and between the Company and US JPMorgan Chase Bank Trust National Association(formerly The Chase Manhattan Bank), as Trustee trustee (the “Trustee”). The Senior Notes will be are sometimes referred to herein as the “Securities.” The Securities are being offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the “Act”), ) in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 the date hereof (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) ), setting forth or including including, among other things, a description of the terms of the NotesSecurities, the terms of the offering of the Notes, Securities and a description of the business of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the a Registration Rights Agreement, substantially Agreement to be dated as of the Closing Date (as defined in the form attached hereto as Exhibit A Section 3 below) (the “Registration Rights Agreement”), pursuant to which the Company has agreedshall agree, among other things, to file a registration statement with the United States Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) registering a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to 10 5/8% Series B Senior Notes or due 2007 of the Company (the “Exchange Notes Notes”) to be offered in exchange (the “Exchange Offer”) for the Senior Notes, and (ii) as defined in and to the extent required by the Registration Rights Agreement) , a shelf registration statement pursuant to Rule 415 under the ActAct (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, and to use their reasonable best efforts to cause such Registration Statements to be declared effective. This Purchase Agreement (this “Agreement”), the Senior Notes, the Exchange Notes, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the “Operative Documents.”

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Initial Purchaser, severally and not jointly, the Initial Purchasers $350,000,000 aggregate principal amount of its 4.875% Notes (as defined below) set forth in Schedule A opposite the name of such Initial Purchaser. The Second Priority Senior Secured Floating Rate Notes due 2009, Series A 2009 (the “Notes”). The Notes ) are to be issued under an indenture (the “Indenture”) to be dated as of January 23September 30, 2004 by and between the Company Company, the guarantors listed on Schedule 1 (the “Guarantors”) and US U.S. Bank Trust National Association, as Trustee (the “Trustee”), and will be guaranteed on a second priority senior secured basis by each of the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared and delivered a preliminary offering memorandum dated January 15September 10, 2004 2004, including any amendments, supplements, exhibits and documents incorporated by reference therein (the “Preliminary Memorandum”) and will prepare and deliver a final offering memorandum dated January 15September 23, 2004 2004, including any amendments, supplements, exhibits and documents incorporated by reference therein (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including including, among other things, a description of the terms of the NotesSecurities and the collateral securing the Securities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein Concurrently with the issuance of the Securities, the Company will pay in full all amounts outstanding (including all accrued and deferred interest) under the Third Amended and Restated Loan and Security Agreement dated as of December 31, 2002 (as amended from time to time) among the Preliminary Memorandum or Company, as borrower, the guarantors party thereto from time to time, General Electric Capital Corporation, as administrative agent (the “Administrative Agent”) and the lenders (the “Lenders”) party thereto from time to time (the “Credit Agreement”), and all indebtedness evidenced by the Company’s 11% senior subordinated notes (the “Existing Subordinated Notes”). The Securities will be secured on a second priority basis by liens on substantially all assets of the Company and the Guarantors as described in the Final Memorandum shall be deemed to refer to (the “Collateral”), and include documented by the documents incorporated by reference thereinCollateral Documents (as defined in the Indenture). The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreedand the Guarantors will agree, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes Notes, the Guarantees or the Exchange Notes and the related guarantees thereof (as defined in the Registration Rights Agreement) under the Act. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in a Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference into such Memorandum; and all references in this Agreement to amendments or supplements to a Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “1934 Act”) that is incorporated by reference in such Memorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 275,000,000 aggregate principal amount of its 4.8755.25% Senior Notes due 2009, Series A 2022 (the “New Notes”). The New Notes are to be issued under an that certain indenture (the “Indenture”) to be dated as of January 23February 27, 2004 2014 by and between among the Company Company, the Griffon Guarantors and US Bank Trust Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The New Notes will have the benefit of the guarantees (the “Guarantees” and, together with the New Notes, the “Securities”) provided for in the Indenture. The Securities are being issued in connection with the acquisition of ClosetMaid Corporation, a Florida corporation (“ClosetMaid”) and certain other entities and certain other assets relating to the ClosetMaid line of business providing residential storage and organization solutions from Xxxxxxx Electric Co., a Missouri corporation (“Emerson”), by ClosetMaid Acquisition Corp. (“Acquisition Corp.”), a Delaware corporation (the “Acquisition”) pursuant to an Asset and Stock Purchase Agreement (as amended prior to the date hereof), dated as of September 1, 2017, between Acquisition Corp. and Emerson. On September 12, 2017, Acquisition Corp. was converted into a Delaware limited liability company and renamed ClosetMaid LLC (“CMLLC”). Upon consummation of the Acquisition (the date of the consummation of the Acquisition, if the Acquisition is consummated, the “Acquisition Date”), ClosetMaid will merge with and into CMLLC, with CMLLC remaining as the surviving entity and CMLLC will become a wholly owned subsidiary of the Company. Unless the Acquisition is consummated on a date that is subsequent to the Closing Date, the Acquisition Date, as referred to herein, shall be the same date as the Closing Date. Immediately after the consummation of the Acquisition, CMLLC (the “ClosetMaid Guarantor” and, together with the Griffon Guarantors, the “Guarantors”) shall execute and deliver (i) a joinder agreement to this Agreement (the “Purchase Agreement Joinder”) substan- tially in the form attached hereto as Exhibit A, whereby the ClosetMaid Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if they were original signatories hereto as Guarantors, (ii) a supplemental indenture to the Indenture (the “Supplemental Indenture”) whereby the ClosetMaid Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated in the Indenture as if they were original signatories thereto as Guarantors and (iii) a joinder to the Registration Rights Agreement (as defined below) (the “Registration Rights Agreement Joinder”) whereby the ClosetMaid Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated in the Registration Rights Agreement as if they were original signatories thereto as Guarantors. The representations, warranties, authorizations, acknowledgments, covenants and agreements of the ClosetMaid Guarantor under this Agreement shall not become effective until the execution by them of the Purchase Agreement Joinder, at which time such representations, warranties, authorizations, acknowledgments, covenants and agreements shall become effective as if made on the date hereof, and the ClosetMaid Guarantor and its directors, officers and controlling persons shall not have any rights hereunder including, without limitation, under Section 9 hereof, until they have executed the Purchase Agreement Joinder. The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the The Company has prepared a preliminary offering memorandum dated January 15, 2004 previously issued $725,000,000 in aggregate principal amount of their 5.25% Senior Notes due 2022 under the Indenture (the “Preliminary MemorandumExisting Notes”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of ). The New Notes offered by the Company and any material developments relating pursuant to this Purchase Agreement constitute an issuance of “Additional Notes” under the Company occurring after the date of the most recent historical financial statements included thereinIndenture. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially Except as otherwise described in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes Pricing Disclosure Package (as defined in below), the Registration Rights Agreement) New Notes offered by the Company pursuant to this Purchase Agreement will rank equally with, and will have identical terms to, the Existing Notes and will be treated as a single class of notes for all purposes under the ActIndenture.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 300,000,000 aggregate principal amount of its 4.87511% Senior Secured Notes due 20092013, Series A (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23February 7, 2004 2003 by and between the Company and US The Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 1517, 2004 2003 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 1531, 2004 2003 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes and the collateral securing the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to , The Notes will be secured by liens on certain real property of the Preliminary Memorandum or Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the "Mortgaged Properties") and certain other assets of the Company as described in the Final Memorandum shall be deemed to refer to (the "Pledged Collateral"), and include documented by the mortgages (the "Mortgages") evidencing the Liens on the Mortgaged Properties and by the other documents incorporated by reference thereinset forth on SCHEDULE 3 evidencing the Liens on the Pledged Collateral (together with the Mortgages, the "Collateral Documents"). The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchasers the number of Units (as defined below) stated opposite the respective names thereof on Schedule 1 hereto, each consisting of 1 share of 14-3/4% Redeemable Preferred Stock due 2008, par value $1.00 per share (collectively, the "Preferred Stock"), and one Warrant (collectively, the "Warrants," and, together with the Preferred Stock, the "Units") initially to purchase 80.318 shares (the "Initial Purchasers Warrant Shares") of the Company's common stock (the "Common Stock"), subject to adjustment which would result in each Warrant being exercisable for 22.645 shares of Common Stock (the "Additional Warrant Shares" and together with the Initial Warrant Shares, the "Warrant Shares") in the event the Company fails to raise net proceeds of at least $350,000,000 aggregate principal 50,000,000 through the issue and sale of its qualified capital stock (as defined in the Warrant Agreement described below)(other than preferred stock) on or before December 31, 1998 (the "Warrant Adjustment Date"). Each Purchaser will purchase that amount of Units stated opposite its 4.875% Senior Notes due 2009, Series A (name on Schedule 1 hereto and will not be responsible for the “Notes”)purchase of any Units to be bought by the other Purchasers hereunder. The Notes Warrants are to be issued under an indenture a warrant agreement (the “Indenture”"Warrant Agreement") to be dated as of January 23, 2004 by and entered into between the Company and US Bank Trust National AssociationChase Manhattan Bank, as Trustee Warrant Agent (the “Trustee”"Warrant Agent"). The Notes Units, the Preferred Stock and the Warrants are herein collectively referred to as the "Securities." The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on one or more exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15June 11, 2004 1997 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15July 3, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of (i) the Preferred Registration Rights Agreement (the "Preferred Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”"), pursuant to among the Company, the Purchasers, BT Securities, Inc. and Alex. Brown & Sons Incorporated (collectively, the "Xxxtixx Xxrchasers"), which will require the Company has agreedCompany, among other things, to file a registration statement with the Securities and Exchange Commission (the “"Commission”") under the circumstances set forth therein a shelf registration statement (the "Registration Statement") pursuant to Rule 415 under the Act relating to the resale of the Preferred Stock by Holders thereof and to use its best efforts to cause such registration statement to be declared effective, (ii) a Supplemental Registration Rights Agreement (the "Supplemental Registration Rights Agreement") containing certain demand registration rights and (iii) the Warrant Agreement which will require the Company, among other things, to file with the Commission under the Act a registration statement (the "Equity Registration Statement") registering the Notes or resale of the Exchange Notes Warrants and Warrant Shares, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. This purchase agreement (as defined in the "Agreement"), the Securities, the Warrant Agreement, the Preferred Registration Rights Agreement) under Agreement and the ActSupplemental Registration Rights Agreement are herein collectively referred to as the "Offering Documents."

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $350,000,000 300,000,000 aggregate principal amount of its 4.8759 1/4% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”). The Notes are to be issued under an indenture (the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”"). The Notes will be unconditionally guaranteed (the "Guarantees") on a joint and several basis by each of Sky Chefs, CII, the Additional Guarantors and Caterair (collectively, the "Guarantors"). The Notes and the related Guarantees will be issued pursuant to an Indenture (the "Indenture") by and among the Issuer, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The Notes and the related Guarantees are hereinafter referred to collectively as the "Securities." 2 -2- The Securities are being issued and sold in connection with the repayment and retirement of the Issuer's and Caterair's term loan indebtedness under the Credit Agreement, dated as of September 29, 1995, among the Issuer, Caterair, Caterair Holdings, Onex Food Services, Inc. and the lenders named therein (the "Existing Credit Agreement"). The financing will consist of a senior secured revolving credit agreement among the Issuer, certain other parties and certain lenders (the "SCIS Credit Agreement") and a senior secured credit agreement among Caterair, the Issuer, certain other parties and certain lenders (the "Caterair Credit Agreement," and together with the SCIS Credit Agreement, the "Senior Bank Financing"). The Securities will be offered and sold to the Initial Purchasers you without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company Issuer has prepared a preliminary offering memorandum memorandum, dated January 15August 7, 2004 1997 (the “"Preliminary Memorandum”) "), and a final offering memorandum memorandum, dated January 15August 22, 2004 1997 (the “"Final Memorandum”; ," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Issuer and any material developments relating to the Company Issuer occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $350,000,000 100,000,000 aggregate principal amount of its 4.875their 8-7/8% Senior Secured Notes due 20092008, Series A (the “"Notes”"). The Notes are to be issued under an indenture dated as ----- of February 9, 2001, as supplemented by a First Supplemental Indenture dated September 11, 2001 (the “"Indenture”") to be dated as of January 23, 2004 by and between among the Company Issuers and US The Bank Trust National Associationof --------- New York, as Trustee (the “"Trustee”"). ------- The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in --- reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has Issuers and Universal Compression, Inc., a Texas corporation (the "Company"), have prepared a preliminary an ------- offering memorandum dated January 15, 2004 the date hereof (the “Preliminary "Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or ---------- including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Issuers, the Company and any material developments relating to the Issuers and the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights --------- ------------------- Agreement”"), pursuant to which the Issuers, the Company has and Universal --------- Compression Holdings, Inc., a Delaware corporation ("UCH"), have agreed, among other things, to file a registration statement (the "Registration Statement") ---------------------- with the Securities and Exchange Commission (the “"Commission”") registering the ---------- Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Notes are being issued in connection with (i) BRL borrowing approximately $18,300,000 (the "BRL Term Loan") under the Tranche B Loan ------------- Agreement (as amended, the "BRL Term Loan Agreement") and (ii) the issuance by ----------------------- BRL of limited partnership interests (the "Partnership Contribution") for ------------------------ aggregate consideration of $3,737,500 pursuant to Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of BRL Universal Equipment 2001 A, L.P. (the "Partnership Agreement"). BRL will apply the proceeds from --------------------- the issuance of the Notes, the BRL Term Loan and the Partnership Contribution to acquire at least $122,000,000 of appraised value of domestic gas compression equipment (the "Equipment") from the Company. Contemporaneously with the --------- acquisition of the Equipment, BRL will lease the Equipment to the Company pursuant to an Equipment Lease Agreement dated February 9, 2001, as amended by a First Amendment to Equipment Lease Agreement dated October 15, 2001 (the "Lease"), between BRL and the Company and also enter into a First Amended and Restated Participation Agreement (the "Participation Agreement"), dated October ----------------------- 15, 2001, among BRL, the Company, the Trustee and the other parties thereto. The BRL Term Loan Agreement, the Partnership Agreement, the Lease and the Participation Agreement are collectively referred to herein as the "Transaction ----------- Documents." ---------

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 150,000,000 aggregate principal amount of its 4.8759 1/8% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Subsidiary Guarantor. The Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the “"Indenture”) to be "), dated as July 15, 1997, among the Company, The Bank of January 23New York, 2004 by and between the Company and US Bank Trust National Associationa New York corporation, as Trustee trustee (the “"Trustee”"), and the Subsidiary Guarantors. The Notes will be offered and sold the Guarantees are hereinafter referred to collectively as the "Securities." The sale of the Securities to the Initial Purchasers (the "Offering") will be made without being registered registration of the Securities under the Securities Act of 1933, as amended amended, (the “"Act”)") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of July 15, 1997 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the NotesSecurities, the Company has prepared a preliminary an offering memorandum dated January 15July 16, 2004 1997 (the “Preliminary "Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesOffering, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein The Securities are being issued and sold in connection with the repayment of certain indebtedness outstanding under the Company's senior secured term loan facility (as amended, the "Amended Credit Agreement") among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and the other financial institutions party thereto, as lenders which will be further amended on or prior to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference thereinclosing date. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights This Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”)Securities, pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under ), the ActPrivate Exchange Notes (as defined in the Registration Rights Agreement), the Registration Rights Agreement and the Indenture are herein collectively referred to as the "Offering Documents."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 500,000,000 aggregate principal amount of its 4.8758-1/8% Senior Subordinated Notes due 20092007, Series A (the “"Notes”" and, together with the guarantee of each Guarantor (the "Guarantee"), the "Securities"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23December 22, 2004 1997 by and between among the Company Company, the Guarantors and US The Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description tion of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “"Commission”") registering under the circumstances set forth therein (i) a registration statement (the "Registration Statement") under the Act relating to the Company's 8-1/8% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"Private Exchange Notes") under by the ActInitial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $350,000,000 150,000,000 aggregate principal amount of its 4.875their 10 3/4% Senior Notes due 2009, Series A 2011 (the “Notes”"NOTES"). The Notes will be unconditionally guaranteed (collectively the "GUARANTEES") on a senior basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January May 23, 2004 2003 by and between among the Company Issuers, the Guarantors and US Bank BNY Trust National AssociationMidwest Company, as Trustee (the “Trustee”"TRUSTEE"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15May 8, 2004 2003 (the “Preliminary Memorandum”"PRELIMINARY MEMORANDUM") and a final offering memorandum dated January 15May 20, 2004 2003 (the “Final Memorandum”"FINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the offering of the NotesSecurities, a description of the Company Parent and its subsidiaries (including the Issuers) and any material developments relating to the Company Parent and its subsidiaries (including the Issuers) occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has Issuers and the Guarantors have agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the offering of the Securities, the Issuers and the Guarantors will amend and restate (the "AMENDMENT") the credit agreement, dated as of April 15, 2003, by and among SportRack, LLC, Valley Industries, LLC, Brink B.V., the other persons as designated as "Credit Parties" on the signature pages thereof, the financial institutions party thereto as Lenders, including without limitation, Antares Capital Corporation, Xxxxxxx Xxxxx Capital, and General Electric Capital Corporation (the "CREDIT AGREEMENT").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 80,000,000 aggregate principal amount of its 4.87511 5/8% Senior Subordinated Notes due 20092006, Series A (the “"Notes”"). The Notes will be unconditionally guaranteed (the "Guarantee") on a senior subordinated basis by Holdings. The Notes and the Guarantee are collectively referred to herein as the "Securities". The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January February 23, 2004 1998 by and between among the Company Company, Holdings and US Bank Trust National AssociationMarine Midland Bank, as Trustee (the “"Trustee”"). The Notes Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 1529, 2004 1998 (the “"Preliminary Memorandum”) "), and a final offering memorandum dated January 15February 18, 2004 1998 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has and Holdings have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 88,000,000 aggregate principal amount at maturity (approximately $50,273,037 gross proceeds) of its 4.87513 1/4 % Senior Discount Notes due 2009, Series A 2011 (the “NotesSecurities”). The Notes Securities are to be issued under an indenture (the “Indenture”) to be dated as of January 23February 4, 2004 by and between the Company and US Bank BNY Trust National AssociationMidwest Company, as Trustee (the “Trustee”). The Notes Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 1522, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 1528, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the offering of the Securities, certain Subsidiaries of the Company will seek an amendment or waiver to (the “Amendment”) the amended and restated credit agreement, dated as of May 23, 2003, by and among SportRack, LLC, Valley Industries, LLC, Brink B.V., the other persons as designated as “Credit Parties” on the signature pages thereof, the financial institutions party thereto as Lenders, including without limitation, Antares Capital Corporation, Xxxxxxx Xxxxx Capital, and General Electric Capital Corporation (the “Credit Agreement”).

The Securities. Subject The Company and NB Finance propose, subject to the terms and conditions herein containedherein, the Company proposes to issue and sell to the several Initial Purchasers named in Schedule 1 hereto $350,000,000 160,000,000 aggregate principal amount of its 4.875their 10 1/2% Senior Notes due 2009, Series A Due 2011 (the “Notes”). The Notes are to be issued under an indenture indenture, dated as of August 6, 2003 (the “Indenture”) to be dated as of January 23), 2004 by among the Issuers and between the Company and US U.S. Bank Trust National Association, as Trustee (the “Trustee”). The issuance and sale of the Notes to the Initial Purchasers is referred to herein as the “Offering. The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has Issuers have prepared a preliminary offering memorandum dated January 15July 22, 2004 2003 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15July 31, 2004 2003 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein. Any reference herein The Notes are being sold in connection with the consummation of the acquisition (the “Acquisition”) by U.S. Premium Beef, Ltd. (“USPB”) and others of the partnership interests of Farmland National Beef Packing Company, L.P. that USPB does not currently own pursuant to the Preliminary Memorandum or that certain Asset Sale and Purchase Agreement (the Final Memorandum shall “Asset Sale Agreement”) dated June 12, 2003, by and among USPB, USPBCo, LLC, U.S. Premium Products, LLC, Farmland Industries, Inc., Farmland Foods, Inc. and NBPCo., LLC. In connection with the offering of the Notes, the Company will enter into a third amended and restated credit agreement to be deemed dated as of the Closing Date (as defined in Section 3 below) by and among the Company, U.S. Bank National Association and the other lenders party thereto (the “Credit Agreement”). The Offering and the Acquisition and the transactions contemplated thereby and hereby are referred to refer to and include collectively as the documents incorporated by reference therein. “Transactions.” The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreedIssuers will agree, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.. This Agreement is being entered into by NB Acquisition, which will be involved in the Acquisition, and NB Finance, which is a wholly owned subsidiary of NB Acquisition. In connection with the consummation of the Transactions (as defined herein), as discussed in the Final Memorandum, the Company shall execute this Agreement on the Closing Date and will observe and perform all of the rights, obligations and liabilities herein as if it were an original signatory hereto. Upon execution of this Agreement by the Company on the Closing Date, NB Acquisition shall be fully, unconditionally and irrevocably released from all rights, obligations and liabilities hereunder. NB Acquisition and NB Finance and, as of the Closing Date, the Issuers, hereby agree with the several Purchasers as follows:

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 177,000,000 aggregate principal amount of its 4.87511-5/8% Senior Notes due 20092007, Series A (the “Notes”"NOTES"). The Notes will be unconditionally guaranteed (collectively the "GUARANTEES") on a senior basis by each of the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "SECURITIES." The Securities are to be issued under an indenture (the “Indenture”"INDENTURE") to be dated as of January 23February 20, 2004 2002 by and between among the Company Company, the Subsidiary Guarantors and US The Bank Trust National Associationof New York, as Trustee (the “Trustee”"TRUSTEE"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”"ACT"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 1531, 2004 2002 (the “Preliminary Memorandum”"PRELIMINARY MEMORANDUM") -3- and a final offering memorandum dated January 15February 14, 2004 2002 (the “Final Memorandum”"FINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”"MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the “Registration Rights Agreement”"REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company has and the Subsidiary Guarantors have agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the “Commission”"COMMISSION") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. Concurrently with the offering of the Notes, the Company and the Subsidiary Guarantors will enter into a credit agreement (the "CREDIT AGREEMENT") with The Bank of Nova Scotia, as administrative agent, and certain lenders thereto whereby the Company will have available a $40 million revolving credit facility.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers Purchaser (the “Offering”) $350,000,000 aggregate 207,000,000 principal amount at maturity (approximately $150,101,910 gross proceeds) of its 4.87510 3/4% Senior Secured Discount Notes due 2009, Series A 2009 (the “Notes”). The Notes are to will be issued under pursuant to the terms of an indenture (the “Indenture”) to be dated the Closing Date (as of January 23defined in Section 3 below), 2004 by and between among the Company Issuers, the Guarantors and US The Bank Trust National Associationof New York, as Trustee trustee (the “Trustee”). The Issuers’ obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on a senior secured basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to as the “Securities.” The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has Issuers have prepared a preliminary offering memorandum dated January 15April 29, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15May 11, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Issuers and the Guarantors and any material developments relating to the Company Issuers and the Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights AgreementSecurity Documents (as defined in the Final Memorandum) and a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, Issuers and the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering (a) under the Notes circumstances set forth in the Registration Rights Agreement, a registration statement under the Act relating to a new issue of debt securities with terms identical to the terms of the Securities other than the restrictions on transfer (the “Exchange Securities” which term includes the guarantees related thereto) to be offered in exchange for the Securities (the “Exchange Offer”) and issued under the Indenture or an indenture substantially similar to the Exchange Notes Indenture and (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale by certain holders of the Securities. Pursuant to the Security Documents, the Issuers and the Guarantors have agreed, among other things, to grant to Deutsche Bank Trust Company Americas, as collateral agent, (the “Collateral Agent”) for the benefit of the Trustee and the holders of the Securities a second priority security interest in and lien on the Collateral (as defined in the Registration Rights Agreement) under Final Memorandum), subject to certain exceptions and otherwise in accordance with the Actterms of the Indenture and the Security Documents and as described in the Memorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 50,000,000 aggregate principal amount of its 4.8757% Senior Notes due 2009, Series A 2014 (the “Notes”). The Notes will be unconditionally guaranteed (the “Guarantees”) on a senior basis by the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture (the “Indenture”) to be dated as of January 23March 22, 2004 by and between among the Company Company, the Subsidiary Guarantors and US U.S. Bank Trust National Association, as Trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of July 20, 2004, the Second Supplemental Indenture dated as of November 5, 2004 and the Third Supplemental Indenture to be dated on or prior to the Closing Date. The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15November 28, 2004 2005 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15November 28, 2004 2005 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has and the Subsidiary Guarantors have agreed, among other things, to use their best efforts to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 255,000,000 aggregate principal amount of its 4.8759 5/8% Senior Notes due 2009, Series A 2011 (the “"Notes”"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") on a senior basis by each of the Guarantors. The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23April 16, 2004 2003 by and between among the Company Company, the Guarantors and US The Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15March 27, 2004 2003 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15April 10, 2004 2003 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating relat- ing to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has Issuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes Securities (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $350,000,000 400,000,000 aggregate principal amount of its 4.8756.00% Senior Notes due 2009, Series A 2025 (the “Notes”). The payment of principal, premium, if any, and interest on the Notes will be jointly, severally, fully and unconditionally guaranteed (collectively, the “Guarantees”) on a senior unsecured basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued under by the Issuer and the Guarantors, as applicable, pursuant to an indenture (the “Indenture”) to be dated as of January 2325, 2004 2016, by and between among the Company Issuer, the Guarantors and US Bank Trust Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company. The Securities will be offered and sold to the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred Pursuant to as a “Memorandum”) setting forth or including a description of the terms of the NotesSecurities and the Indenture, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum investors who acquire Securities shall be deemed to refer to and include have agreed that Securities may only be resold or otherwise transferred, after the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees date hereof, if such Securities are registered for sale under the Act or if an exemption from the registration requirements of the Notes will be entitled to Act is available (including the benefits of exemptions afforded by Rule 144A under the Registration Rights Agreement, substantially in Act (“Rule 144A”) or Regulation S under the form attached hereto as Exhibit A Act (the “Registration Rights AgreementRegulation S”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act).

The Securities. Subject to the terms and conditions herein contained, the Company proposes and Finance Co. propose to issue and sell to the Initial Purchasers $350,000,000 1,400,000,000 aggregate principal amount of its 4.875% Senior Notes their senior notes due 2009, Series A 2013 (the “"Notes”"). The Notes will be guaranteed (the "Guarantees", and together with the Notes, the "Securities") by each of the Guarantors on a joint and several basis. The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23February 28, 2004 2003 by and between among the Company Issuers and US The Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15February 11, 2004 2003 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15February 25, 2004 2003 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the Notes, Securities and a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference thereinits subsidiaries. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, Agreement substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedIssuers will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 90,000,000 aggregate principal amount of its 4.875the Company's 10 1/8% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Company's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities". The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23, 2004 July 24 1997 by and between among the Company Company, the Guarantors and US Bank IBJ Schrxxxx Xxxk & Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Notes Securities are being offering in connection with the Company's acquisition of the assets of the Air Restraints and Industrial Fabrics Division of JPS Automotive L.P. ("JPS") pursuant to an asset purchase agreement, dated as of June 30, 1997 (the "JPS Acquisition"). The Securities will be offered and sold to the Initial Purchasers you without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum dated January 15July 1, 2004 1997 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15July 21, 2004 1997 (the “"Final Memorandum”; ," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 152,000,000 aggregate principal amount of its 4.87511 3/4% Senior Notes due 2009, Series A 2012 (the “Notes”). The Notes are to be issued under an indenture (the “Indenture”) to be dated as of January 23May 14, 2004 by and between the Company and US The Bank Trust National Associationof New York, as Trustee (the “Trustee”). The Notes are being sold in connection with the acquisition (the “Acquisition”) to be consummated pursuant to the Stock Purchase Agreement dated May 14, 2004 (the “Acquisition Agreement”) by and among the Company, the Company’s parent, LD Holdings, Inc. (“Holdings”), the Employee Stock Ownership Plan and Trust for the Employees of Lazydays (the “ESOP”) and certain other stockholders of Holdings and RV Acquisition, Inc., (“RV Acquisition”), a newly formed holding company owned by an affiliate of Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc. (“BRS”), pursuant to which RV Acquisition has agreed to acquire all of Holdings’ outstanding capital stock. The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15April 27, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15May 12, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company has agreed, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 115,000,000 aggregate principal amount of its 4.87510 3/4% Senior Secured Notes due 20092006 (collectively, Series A (with the “Guarantees defined below, the "Notes”"). The Notes will be guaranteed (the "Guarantees") by the Guarantors on a senior basis. The notes are to be issued under an indenture (the “"Indenture”") to be dated as of January October 23, 2004 1996 by and between among the Company and US Bank Trust National Associationthe Guarantors and The Chase Manhattan Bank, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15September 27, 2004 1996 (the “"Preliminary Memorandum”") and will prepare a final offering memorandum dated January 15October 21, 2004 1996 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and the Guarantors and any material developments relating to the Company and the Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser of the Notes and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has and the Guarant- ors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 155,000,000 aggregate principal amount of its 4.87511% Senior Notes due 20092004 (collectively, Series A with the guarantees defined below, the "Notes"). The Notes will be guaranteed (the “Notes”)"Guarantees") by each of the Guarantors on a senior basis. The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23June 15, 2004 1997 by and between among the Company and US Bank United States Trust National AssociationCompany, as Trustee trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15June 16, 2004 1997 (the “"Preliminary Memorandum”") and will prepare a final offering memorandum dated January 15June 18, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and the Guarantors and any material developments relating to the Company and the Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to The Company, the Preliminary Memorandum or Guarantors and the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees will enter into a Registration Rights Agreement (the "Registration Rights Agreement") prior to or concurrently with the issuance of the Notes will be entitled Notes. Pursuant to the benefits of the Registration Rights Agreement, substantially in under the form attached hereto as Exhibit A (circumstances and the “Registration Rights Agreement”)terms set forth therein, pursuant to which the Company has agreedCompany, among other things, the Guarantors will agree to file a registration statement with the Securities and Exchange Commission (the “"Commission”"): (i) registering a registration statement (the Notes or the "Exchange Notes Offer Registration Statement"), relating to a registered Exchange Offer (as defined in the Registration Rights Agreement) for the Notes under the ActAct to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes that would be registered under the Act (the "Exchange Notes") (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from June 25, 1997, (b) such Notes will not contain any restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Notes by such holders who satisfy certain conditions relating to, including the provision of information in connection with the Shelf Registration Statement.

The Securities. Subject to The Company has by a Subscription Agreement, dated April 26, 1995 (the terms and conditions herein contained"Subscription Agreement"), among the Company, the Company proposes Guarantor and the several managers named therein (the "Managers"), agreed to issue and sell to the Initial Purchasers U.S. $350,000,000 37,950,000 aggregate principal amount of its 4.8754-7/8% Senior Notes due 2009, Series A Convertible Subordinated Debentures Due 2000 (hereinafter referred to as the “Notes”"Securities"). The Notes are to amount of Securities that may be issued hereunder may be increased by agreement between the Company, the Guarantor and the Fiscal Agent, and such additional securities shall be "Securities" hereunder. The due and punctual payment of principal, premium, if any, and interest (and Additional Amounts payable pursuant to Section 2 of the Securities) on the Securities when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, are unconditionally guaranteed on a subordinated basis by the Guarantor Interest on the Securities shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Except as set forth in the next sentence, the Securities will initially be issued in temporary form, and may subsequently be exchanged for Securities in printed definitive form either as bearer Securities ("Bearer Securities"), in denominations of U.S. $1,000 and U.S. $10,000, with interest coupons attached, representing the semiannual interest payable thereon, or as fully registered Securities ("Registered Securities", which term shall include, where the context so requires, the Restricted Securities as hereinafter defined), in denominations of U.S. $1,000 and integral multiples thereof, without coupons. In addition, the Managers (or their affiliates) may sell the Securities to qualified institutional buyers pursuant to Rule 144A under an indenture the United States Securities Act of 1933 (the “Indenture”"Securities Act of 1933") or may sell the Securities pursuant to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). The Notes will be offered and sold to the Initial Purchasers without being registered another applicable exemption under the Securities Act of 1933, as amended (the “Act”), 1933 in reliance on exemptions therefrom. In connection accordance with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated January 15, 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of this Agreement and the NotesSubscription Agreement (the "Restricted Securities", which may be in typewritten form and later exchanged for a printed Security of an equivalent amount, and which, for all purposes hereunder shall be a Definitive Security in the terms form of a Registered Security). The Securities in definitive form will have endorsed thereon the guarantees of the offering Guarantor (the "Guarantees") and shall contain provisions granting the holders thereof the right to exchange the Securities, under certain conditions, into shares of common stock of the NotesGuarantor (the "Exchange Options"), a description all substantially in the form of Exhibit A hereto (the "Definitive Securities"). The Securities will be convertible as provided in Section 4 of the Company Definitive Securities and any material developments relating to Section 7 hereof. The Securities may be redeemed by the Company occurring after the date as provided in Section 3 of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to Definitive Securities and include the documents incorporated by reference thereinSection 6 hereof. The Initial Purchasers and their direct and indirect transferees temporary global debenture in respect of the Notes Securities will be entitled to issued in bearer form without coupons or conversion rights in the benefits aggregate principal amount of the Registration Rights Agreemententire issue of Securities (less the aggregate principal amount of the Restricted Securities concurrently issued), substantially in the form attached hereto as of Exhibit A B hereto, having endorsed thereon a Guarantee (the “Registration Rights Agreement”"Global Security"). The Definitive Securities and the Global Security shall contain such appropriate insertions, pursuant to which omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be determined by the officer of the Company has agreedexecuting such Securities, among other things, to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Actevidenced by his execution of such Securities.

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $350,000,000 100,000,000 aggregate principal amount of its 4.87510 1/4% Senior Subordinated Notes due 2009, Series A 2007 (the “"Notes”"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Issuer's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Subsidiary Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities". The Securities are to be issued under an indenture (the “"Indenture”") to be dated as of January 23April 11, 2004 1997 by and between among the Company Issuer, the Subsidiary Guarantors and US Bank Xxxxxx Trust National Associationand Savings Bank, as Trustee (the “"Trustee”"). The Notes Securities are being offered in connection with the Issuer's refinancing of existing indebtedness primarily incurred under its senior revolving credit facility dated June 17, 1996 (the "Credit Agreement"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company Issuer has prepared a preliminary offering memorandum dated January 15March 21, 2004 1997 (the “"Preliminary Memorandum”) "), and a final offering memorandum dated January 15April 8, 2004 1997 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company Credit Agreement, a description of the Issuer and the Subsidiary Guarantors and any material developments development relating to the Company Issuer and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in Agreement to be dated as of the form attached hereto Closing Date (as Exhibit A defined) (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedIssuer and the Subsidiary Guarantors will agree, among other things, to file a registration statement with the Securities and Exchange Commission (the “"Commission”"), under the circumstances set forth therein, (i) registering a registration statement under the Act (the "Exchange Offer Registration Statement"), relating to Senior Subordinated Notes or due 2007 of the Issuer (the "Exchange Notes Notes") to be offered in exchange (the "Exchange Offer") for the Notes, and (ii) as defined in and only to the extent required by the Registration Rights Agreement) , a shelf registration statement pursuant to Rule 415 under the ActAct (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, and to use its best efforts to cause (A) the Exchange Offer Registration Statement to be declared effective and (B) as and only to the extent required, the Shelf Registration Statement to be declared effective. This Purchase Agreement (this "Agreement"), the Notes, the Guarantees, the Exchange Notes, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the "Operative Documents."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 100,000,000 aggregate principal amount of its 4.8759-7/8% Senior Notes due 2009, Series A 2008 (the “"Notes”"). The obligations of the Company under the Indenture (defined below) and the Notes will be unconditionally guaranteed (the "Guarantees"), on a joint and several basis, by each Guarantor. The Notes and the Guarantees are to be issued pursuant to the Indenture (the "Indenture"), dated as of June 8, 1998 among the Company, the Guarantors and the Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to be issued under an indenture (collectively as the “Indenture”) to be dated as of January 23, 2004 by and between the Company and US Bank Trust National Association, as Trustee (the “Trustee”). "Securities." The Notes will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15May 11, 2004 1998 (including the “documents annexed thereto, the "Preliminary Memorandum”") and a final offering memorandum dated January 15June 3, 2004 1998 (including the “documents annexed thereto, the "Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the Notes, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein All references in this Agreement to the Preliminary financial statements and schedules and other information which is "contained," "included" or "stated" in any Memorandum (or the Final Memorandum other references of like import) shall be deemed to refer to mean and include all such financial statements and schedules and in any Memorandum. The Company and the documents incorporated by reference thereinGuarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser 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 ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights AgreementAgreement dated as of June 8, substantially in 1998 among the form attached parties hereto as Exhibit A (the “"Registration Rights Agreement”), ") pursuant to which the Company has Issuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities contemporaneously with (i) the repayment of $62.7 million of indebtedness outstanding at March 31, 1998 under the Credit Agreement, dated as of August 16, 1994, by and between the Company's and certain of its subsidiaries and Mellon Bank, N.A., as agent, and the lenders named therein, as amended (the "Existing Credit Facility"), (ii) the repayment of an $11.0 million note issued to the seller as partial consideration of the Company's acquisition of the Company's Fork Creek reserves (the "Fork Creek Note"), (iii) the repayment of $1.4 million of certain other indebtedness of the Company or its subsidiaries, and (iv) the redemption for $3.0 million of outstanding warrants (the "Bank Warrants") to purchase the Company's common stock issued to the lenders in connection with an amendment to the Existing Credit Facility (collectively, the "Transactions"). The Existing Credit Facility, Fork Creek Note, documents governing the indebtedness referred to in clause (iii) of the preceding sentence, the letter dated May 11, 1998 among the Company and holders of the Bank Warrants regarding valuation of the Bank Warrants and the New Credit Facility (defined below) shall be referred to herein as the "Transaction Documents". In addition, concurrently with the issuance of the Securities the Company and certain of its subsidiaries will enter into a revolving credit facility (the "New Credit Facility") with Mellon Bank, N.A. and Canadian Imperial Bank of Commerce, as agents, providing for an aggregate amount of borrowings of up to $40 million.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers (the "Offering") $350,000,000 475,000,000 aggregate principal amount of its 4.8758-7/8% Senior Notes due 2009, Series A 2011 (the “"Notes”"). The Notes are to be issued under an indenture (the “"Indenture”") to be dated as of January 23March 28, 2004 2003 by and between among the Company Company, the Subsidiary Guarantors and US Bank Trust Wells Fargo Bank, National Association, as Trustee (the “"Trustee”"). Thx Xxxes will be unconditionally guaranteed (the "Guarantees") on a senior subordinated basis by each of the Subsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated January 15March 5, 2004 2003 (the “"Preliminary Memorandum”") and a final offering memorandum dated January 15March 17, 2004 2003 (including the “information incorporated by reference therein, the "Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”") setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein The Notes are being sold in connection with the consummation of a merger (the "Merger") of DHM Acquisition Company, Inc., a Delaware corporation, with and into the Company pursuant to an Agreement and Plan of Merger (the Preliminary Memorandum or "Merger Agreement") dated as of December 18, 2002 among DHM Acquisition Company, Inc., DHM Holding Company, Inc., a Delaware corporation ("Holdings"), David H. Murdock and the Final Memorandum shall be deemed Company. In connection witx xxx Xxxxxx, Xxldings, the Company and Solvest, Ltd. ("Solvest") will enter into a senior secured credit facility in the amount of up to refer to $1,125.0 million with Deutsche Bank AG New York, as administrative agent, and include the documents incorporated by reference thereinother lenders party thereto (the "Senior Credit Facility"). The Initial Purchasers and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the “"Registration Rights Agreement”"), pursuant to which the Company has agreedand the Subsidiary Guarantors will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $350,000,000 88,200,000 aggregate principal amount of its 4.875107/8% Senior Notes due 2009, Series A 2012 (the “Notes”"Securities"). The Notes Securities are to be issued under an indenture (pursuant to the “Indenture”) , to be dated as of January 23March 24, 2004 by and 2005 (the "Indenture"), between the Company and US The Bank Trust National Associationof New York, as Trustee trustee (the “"Trustee”"). The Notes Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (together with the “rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act”"), in reliance on exemptions therefrom. In connection with the sale of the NotesSecurities, the Company has prepared a preliminary offering memorandum memorandum, dated January 15March 8, 2004 2005 (the “"Preliminary Memorandum”) "), and a final offering memorandum memorandum, dated January 15March 21, 2004 2005 (the “"Final Memorandum”"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “"Memorandum”) "), each setting forth or including a description of the terms of the NotesSecurities, the terms of the offering of the NotesSecurities, a description of the Company and its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. Any reference herein The Company understands that the Initial Purchaser proposes to make an offering of the Securities only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered (i) to persons in the United States whom the Initial Purchaser 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 ("Rule 144A"), in transactions under Rule 144A; (ii) to persons in the United States whom the Initial Purchaser reasonably believes (based upon written representations made by such persons to the Preliminary Memorandum Initial Purchaser) to be "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or (7) under the Final Memorandum shall be deemed Securities Act or (iii) outside the United States to refer to and include certain persons in reliance on Regulation S under the documents incorporated by reference thereinSecurities Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto to be dated as Exhibit A of March 24, 2005 (the “"Registration Rights Agreement”"), between the parties hereto, pursuant to which the Company has agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “Commission”) registering the Notes Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Securities for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents." The Company proposes to issue the Securities simultaneously with the amendment (the "Amendment") of the senior credit facility of Affinity Group, Inc. ("AGI") to permit, among other things, a capital contribution consisting of the net proceeds of the offering of the Securities from the Company to AGI, which in turn will make a capital contribution in an equal amount to Camping World, Inc., which in turn will make a capital contribution in an equal amount to CWI, Inc., which in turn will make a capital contribution in an equal amount to CWFR Capital Corp. ("CWFR"), which in turn will acquire a preferred membership interest, with a face amount of $88.2 million, in FreedomRoads Holding Company, LLC ("FreedomRoads Holding") (collectively, the "Transactions"). The acquisition of the preferred membership interest in FreedomRoads Holding by CWFR will be effected pursuant to a purchase agreement (the "CWFR Purchase Agreement") to be entered into by CWFR and FreedomRoads Holding; the Amendment, the CWFR Purchase Agreement and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $350,000,000 Purchaser (euro)90,000,000 aggregate principal amount of its 4.8758 7/8% Senior Secured Notes due 2009, Series A (the “"Notes”"). The Notes will be part of a series of notes issued initially on June 28, 2002 and are to be issued under an the indenture (the “"Indenture”") to be dated as of January 23June 28, 2004 2002 by and between the Company and US The Bank Trust National Associationof New York, as Trustee (the “"Trustee”"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “"Act”"), in reliance on exemptions therefrom. In connection with the sale of the Notes, the Company has prepared a preliminary an offering memorandum dated January 15November 18, 2004, which includes as a part thereof the Company's Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (the “Preliminary "Offering Memorandum”) and a final offering memorandum dated January 15"), 2004 (the “Final Memorandum”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Notes, the terms of the offering of the Notes, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A C (the “"Registration Rights Agreement”"), pursuant to which the Company has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the “"Commission”") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Initial Purchaser and its direct and indirect transferees of the Notes will also be entitled to the benefits, and otherwise subject to the terms, of the Security Documents (as defined in the Indenture) pursuant to which the Company has, among other things, granted a senior security interest in the Collateral (as defined in the Indenture), subject to certain exceptions and otherwise in accordance with the terms of the Indenture.