Common use of Offering Memorandum Clause in Contracts

Offering Memorandum. The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated June 8, 2015 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex A hereto.

Offering Memorandum. The Securities Series A Notes will be offered and sold to the Initial Purchasers without being registered Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated June 8March 20, 2015 2000 (the “"Preliminary Offering Memorandum”") and will prepare an offering memorandum memorandum, dated the date hereof March 22, 2000 (the “"Offering Memorandum”") setting forth information concerning relating to the Series A Notes, which incorporate by reference documents filed by the Company pursuant to Sections 13, 14 or 15 of the Securities and Exchange Act of 1934, as amended (the Securities"Exchange Act"). Copies of As used herein, the term "Preliminary Offering Memorandum" and "Offering Memorandum" shall include respectively the documents incorporated by reference therein. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information amendments or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect supplements to the Preliminary Offering Memorandum and Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on after the date of this Agreement (and prior to the “Time termination of Sale”)the offering of the Series A Notes by the Initial Purchaser. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Company had prepared Series A Notes shall bear the following information legend: THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE "SECURITIES ACT") AND MAY NOT BE OFFERED, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A heretoPERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Offering Memorandum. The Securities Series A Notes will be offered and sold to the Initial Purchasers without being registered Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has and the Guarantors have prepared a preliminary offering memorandum memorandum, dated June 8November 17, 2015 2004 (the “Preliminary Offering Memorandum”) and will prepare an a final offering memorandum memorandum, dated the date hereof November 18, 2004 (the “Offering Memorandum”) setting forth information concerning ), relating to the Series A Notes and the Guarantees. The Company and the Securities. Copies of the Preliminary Offering Memorandum Guarantors hereby confirm that they have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) Memorandum and the Offering Memorandum in connection with the offering and resale of the Securities Series A Notes by the Initial Purchasers in Purchaser. It is understood and acknowledged that upon original issuance thereof, and until such time as the manner described in this Agreement. References herein same is no longer required pursuant to the Preliminary Offering MemorandumIndenture, the Time of Sale Information Series A Notes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear a legend in substantially the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandumfollowing form: “THE NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, Time of Sale Information or Offering MemorandumAS AMENDED (THE “SECURITIES ACT”), as the case may beAND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, and any reference to SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY: (i) REPRESENTS THAT (A) IT IS A “amendQUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (ii) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, REFERRED TO AS THE “RESALE RESTRICTION TERMINATION DATE,” OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (iii) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE, SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM REQUIRED BY THE INDENTURE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “amendmentUNITED STATES” or AND “supplementU.S. PERSON” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex A heretoHAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

Offering Memorandum. The Securities Senior Notes will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has and Panhandle have prepared a preliminary offering memorandum dated June 8March 22, 2015 1999 (the “"Preliminary Offering Memorandum”") and will prepare an offering memorandum memorandum, dated the date hereof March 23, 1999 (the “"Offering Memorandum”") setting forth information concerning relating to the Company Senior Notes, which incorporate by reference documents filed by Panhandle pursuant to Sections 13, 14 or 15 of the Securities and Exchange Act of 1934, as amended (the Securities"Exchange Act"). Copies of As used herein, the term "Preliminary Offering Memorandum" and "Offering Memorandum" shall include respectively the documents incorporated by reference therein. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information amendments or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect supplements to the Preliminary Offering Memorandum and Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on after the date of this Agreement and prior to the termination of the offering of the Senior Notes by the Initial Purchasers. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, (and all securities issued in exchange or in substitution thereof) the “Time of Sale”), the Company had prepared Senior Notes shall bear the following information legend: THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (collectivelyTHE "SECURITIES ACT") AND MAY NOT BE OFFERED, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A heretoPERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Offering Memorandum. The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a A preliminary offering memorandum memorandum, dated June 8August 4, 2015 2021 (the “Preliminary Offering Memorandum”) and will prepare ), an offering memorandum memorandum, dated the date hereof August 10, 2021 (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been), and copies of a pricing term sheet (the Offering Memorandum will be“Pricing Term Sheet”), delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandumdated August 10, the other Time of Sale Information (as defined below) and the Offering Memorandum 2021, have been prepared in connection with the offering and resale of the Securities by Securities. The Preliminary Offering Memorandum, as amended and supplemented immediately prior to the Initial Purchasers in Applicable Time, together with the manner described in this Agreement. References herein Pricing Term Sheet, is hereinafter referred to as the “Pricing Disclosure Package.” Any reference to the Preliminary Offering Memorandum, the Time of Sale Information and Memorandum or the Offering Memorandum shall be deemed to refer to and include any document all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of such memorandum and incorporated by reference therein and any reference to the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of such the Preliminary Offering Memorandum, Time of Sale Information Memorandum or the Offering Memorandum, as the case may be, and prior to such specified date and (ii) any reference Additional Issuer Information (as defined in Section 3(k)) furnished by the Parent Guarantor prior to “amend,” “amendment” or “supplement” with respect the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum or the Offering Memorandum, Time of Sale Information and as the Offering Memorandum shall be deemed to refer to and include case may be, or any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, amendment or supplement thereto are hereinafter called the “Exchange Act”) that are Act Reports” (provided that, only sections of such documents specifically incorporated by reference thereinshall be considered to be part of the “Exchange Act Reports”). As No Exchange Act Report has been filed with the Commission since the Commission’s close of 5:30 P.M., New York City time, business on the business day immediately prior to the date of this Agreement (and prior to the “Time execution of Sale”)this Agreement, the Company had prepared the following information (collectively, the “Time of Sale Information”): the except as set forth on Schedule 3(a) hereof. The Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, did not and will not, as supplemented of their respective dates, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and amended warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the written communications listed on Annex A heretoRepresentative expressly for use therein; it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in Section 6(b) hereof.

Offering Memorandum. The Securities Series A Notes will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities "Act”"), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum memorandum, dated June 8March 22, 2015 2000 (the “"Preliminary Offering Memorandum”) and will prepare an offering memorandum "), a preliminary Canadian addendum, dated the date hereof March 22, 2000 (the “"Preliminary Wrap"), a final offering memorandum, dated April 20, 2000 (the "Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been"), and copies of a final Canadian addendum, dated April 20, 2000 (the Offering Memorandum will be"Final Wrap"), delivered by the Company in each case, relating to the Initial Purchasers pursuant to the terms of this AgreementSeries A Notes. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and Preliminary Wrap, the Offering Memorandum and the Final Wrap, and any amendment or supplement thereto, in connection with the offering offer and resale sale of the Securities Series A Notes by the Initial Purchasers in the manner described in this AgreementPurchasers. References herein Unless stated to the Preliminary Offering Memorandumcontrary, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect all references herein (i) to the "Preliminary Offering Canadian Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed " are to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex Preliminary Wrap; and (ii) to the "Final Canadian Memorandum" are to the Offering Memorandum as supplemented by the Final Wrap. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indentures, the Series A heretoNotes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED, A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURES CONTAIN A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

Offering Memorandum. The Securities will be sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated June 8August 6, 2015 2019 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers Purchaser pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers Purchaser in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 8:45 P.M., New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex A hereto.

Offering Memorandum. The Securities Series A Notes will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities "Act”"), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum memorandum, dated June 8July 1, 2015 1999 (the “"Preliminary Offering Memorandum”) and will prepare an offering memorandum "), a preliminary Canadian addendum, dated the date hereof July 1, 1999 (the “"Preliminary Wrap"), a final offering memorandum, dated July 23, 1999 (the "Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been"), and copies of a final Canadian addendum, dated July 23, 1999 (the Offering Memorandum will be"Final Wrap"), delivered by the Company in each case, relating to the Initial Purchasers pursuant to the terms of this AgreementSeries A Notes. The Company Issuer hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and Preliminary Wrap, the Offering Memorandum and the Final Wrap, and any amendment or supplement thereto, in connection with the offering offer and resale sale of the Securities Series A Notes by the Initial Purchasers in the manner described in this AgreementPurchasers. References herein Unless stated to the Preliminary Offering Memorandumcontrary, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect all references herein (i) to the "Preliminary Offering Canadian Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed " are to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex Preliminary Wrap; and (ii) to the "Final Canadian Memorandum" are to the Offering Memorandum as supplemented by the Final Wrap. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Series A heretoNotes (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following legend: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (B) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED, A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

Offering Memorandum. The Securities will be offered and sold to the Initial Purchasers without being registered registration under the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), in reliance upon on an exemption therefrompursuant to Section 4(2) under the Act. The Company has prepared a preliminary an offering memorandum memorandum, dated June 8October 1, 2015 1997 (the “Preliminary "Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) "), setting forth information concerning regarding the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of Any references herein to the Offering Memorandum will be, delivered shall be deemed to include all amendments and supplements thereto and all documents incorporated by the Company to the Initial Purchasers pursuant to the terms of this Agreementreference therein. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make offers and sales (the "Exempt Resales") of the Securities purchased by the Initial Purchasers hereunder only on the terms and in the manner described set forth in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall and Section 2 hereof, as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, (i) to persons whom the Initial Purchasers reasonably believe to be deemed qualified institutional buyers ("Qualified Institutional Buyers") 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 (ii) to a limited number of other institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) and include any document incorporated by reference therein as (7) under Regulation D of the date of Act) ("Accredited Investors") in private sales exempt from registration under the Act (such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, persons specified in clauses (i) and (ii) being referred to herein as the case may be"Eligible Purchasers"). It is understood and acknowledged that upon original issuance thereof, and any reference to “amend,” “amendment” or “supplement” with respect to until such time as the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date same is no longer required under the Securities Exchange Act applicable requirements of 1934the Act, as amended, and the rules and regulations each of the Securities (and Exchange Commission each security issued in exchange therefor or in substitution thereof) shall bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT, WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY OR THE LAST DATE ON WHICH THIS SECURITY WAS HELD BY AN AFFILIATE OF THE ISSUER, RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION UNDER THE ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF ANY CERTIFICATED SECURITY WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY OR THE LAST DATE ON WHICH SUCH CERTIFICATED SECURITY WAS HELD BY AN AFFILIATE OF THE ISSUER, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE OF SUCH CERTIFICATED SECURITY RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH CERTIFICATED SECURITY TO THE TRUSTEE. IF ANY PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION, "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. It is also understood and acknowledged that holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement (the “Commission”"Registration Rights Agreement") thereunder (collectivelysubstantially in the form attached hereto as Exhibit A, to be dated as of October 8, 1997 by and between the “Exchange Act”) that are incorporated by reference thereinCompany and the Initial Purchasers. As of 5:30 P.M., New York City time, on Pursuant to the date of this Agreement (the “Time of Sale”)Registration Rights Agreement, the Company had prepared will agree, among other things, to file a registration statement under the following information Act relating to the Company's debt securities (collectively, the “Time of Sale Information”): "Exchange Notes") to be issued under the Preliminary Offering Memorandum Indenture and offered in exchange for the Securities (such offer to exchange being referred to as supplemented and amended by the written communications listed on Annex A hereto"Exchange Offer"). Capitalized terms used herein without definition have the respective meanings specified therefor in the Indenture.

Offering Memorandum. The Securities Restricted Notes will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated June 8July 9, 2015 2003 (the “"Preliminary Offering Memorandum”") and will prepare an a confidential offering memorandum dated the date hereof July 10, 2003 (the “"Offering Memorandum”") setting forth information concerning relating to the Company and the Securities. Copies of the Preliminary Offering Memorandum have beenRestricted Notes, and copies of the Offering Memorandum will be, delivered which incorporate by reference documents filed by the Company to the Initial Purchasers pursuant to the terms Section 13, 14 or 15 of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “Commission”) thereunder (collectively"Exchange Act"). As used herein, the “Exchange Act”) that are term "Preliminary Offering Memorandum" and "Offering Memorandum" shall include respectively the documents incorporated by reference therein. As of 5:30 P.M.Any reference herein to the terms "amend", New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): "amendment" or "supplement" with respect to the Preliminary Offering Memorandum as supplemented and amended Offering Memorandum shall be deemed to include amendments or supplements to the Preliminary Offering Memorandum and Offering Memorandum, and documents incorporated by reference after the time of execution of this Agreement and prior to the termination of the offering of the Restricted Notes by the written communications listed on Annex Initial Purchasers. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Restricted Notes and the Issuable Common Stock (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A heretoTRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (V) TO CMS ENERGY CORPORATION OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE HOLDER OF THIS SECURITY AGREES THAT SUCH HOLDER WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 16, 2003 ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME.

Offering Memorandum. The Securities Senior Notes will be offered and sold to the Initial Purchasers Purchaser without being registered registration under the Securities Act of 1933, as amended (the “Securities "Act”"), in reliance upon on an exemption therefrompursuant to Section 4(2) under the Act. The Company has prepared a preliminary an offering memorandum memorandum, dated June 29, 1998, which incorporates by reference the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1998 which incorporates in Items 7 and 8 to such Form 10-K, portions of the Form 10-K for the fiscal year ended December 31, 1997 of Olympus Communications, L.P. and Olympus Capital Corporation and the Company's definitive Proxy Statement dated September 8, 2015 1997 (the “Preliminary "Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) "), setting forth information concerning regarding the Company Company, the Senior Notes and the SecuritiesExchange Notes (as defined herein). Copies of the Preliminary Offering Memorandum have been, and copies of Any references herein to the Offering Memorandum will beshall be deemed to include all amendments and supplements thereto, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreementif any. The Company hereby confirms that it has they have authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities Senior Notes by the Initial Purchasers Purchaser. The Company understands that the Initial Purchaser proposes to make offers (the "Exempt Resales") of the Senior Notes purchased by the Initial Purchaser hereunder only on the terms set forth in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, and Section 2 hereof, as soon as the Time of Sale Information Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Offering Memorandum shall Initial Purchaser reasonably believes to be deemed "qualified institutional buyers" as defined in Rule 144A under the Act ("QIBs") (such persons also being referred to refer to herein as the "Eligible Purchasers"). It is understood and include any document incorporated by reference therein acknowledged that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the date Act, the Senior Notes (and all securities issued in exchange therefor, in substitution thereof) shall bear the following legend: "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS." It is also understood and acknowledged that holders (including subsequent transferees) of the Senior Notes will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the Closing Date, in substantially the form of Exhibit A hereto, for so long as such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, Senior Notes constitute "Transfer Restricted Securities" (as defined in the case may be, and any reference to “amend,” “amendment” or “supplement” with respect Registration Rights Agreement). Pursuant to the Preliminary Offering MemorandumRegistration Rights Agreement, Time of Sale Information and the Offering Memorandum shall be deemed Company will agree to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of file with the Securities and Exchange Commission (the “"Commission”") thereunder under the circumstances set forth therein, (collectivelyi) a registration statement under the Act relating to the Company's 81/8% Senior Notes due 2003 (the "Exchange Notes") to be offered in exchange for the Senior Notes (the "Registered Exchange Offer") and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale by certain holders of the Senior Notes, and to use its best efforts to cause such registration statements to be declared effective. As used herein, the “Senior Notes and the Exchange Act”) that Notes are incorporated by reference therein. As of 5:30 P.M., New York City time, on hereinafter referred to collectively as the date of this Agreement (the “Time of Sale”)"Notes." This Agreement, the Company had prepared the following information (collectivelyIndenture, the “Time of Sale Information”): Notes and the Preliminary Offering Memorandum Registration Rights Agreement are hereinafter referred to collectively as supplemented and amended by the written communications listed on Annex A hereto"Operative Documents."

Offering Memorandum. The Securities Restricted Shares will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated June 8December 1, 2015 2003 (the “"Preliminary Offering Memorandum”") and will prepare an a confidential offering memorandum dated the date hereof December 1, 2003 (the “"Offering Memorandum”") setting forth information concerning relating to the Company and the Securities. Copies of the Preliminary Offering Memorandum have beenRestricted Shares, and copies of the Offering Memorandum will be, delivered which incorporate by reference documents filed by the Company to the Initial Purchasers pursuant to the terms Section 13, 14 or 15 of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “Commission”) thereunder (collectively"Exchange Act"). As used herein, the “Exchange Act”) that are term "Preliminary Offering Memorandum" and "Offering Memorandum" shall include respectively the documents incorporated by reference therein. As of 5:30 P.M.Any reference herein to the terms "amend", New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): "amendment" or "supplement" with respect to the Preliminary Offering Memorandum as supplemented and amended Offering Memorandum shall be deemed to include amendments or supplements to the Preliminary Offering Memorandum and Offering Memorandum, and documents incorporated by reference after the time of execution of this Agreement and prior to the termination of the offering of the Restricted Shares by the written communications listed on Annex Initial Purchasers. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the certificate of designation relating to the Restricted Shares (the "Certificate of Designation"), the Restricted Shares and the Issuable Common Stock (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A heretoTRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (V) TO CMS ENERGY CORPORATION OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. THE HOLDER OF THIS SECURITY AGREES THAT SUCH HOLDER WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 5, 2003 ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME.

Offering Memorandum. The Securities will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended amended, including the rules and regulations thereunder (collectively, the “Securities "Act”"), in reliance upon an exemption therefrom. The Company has prepared a preliminary an offering memorandum memorandum, dated June 813, 2015 2000 (including the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on the date of this Agreement (the “Time of Sale”"Offering Memorandum"), relating to the Company had prepared Securities. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Securities (and all securities issued in exchange therefor, in substitution thereof or upon conversion thereof) shall bear the following information legend: "THIS NOTE (collectivelyOR ITS PREDECESSORS) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR A heretoBENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATIONS UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER IF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

Offering Memorandum. The Securities 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 upon an exemption therefrom. The Company has prepared a preliminary offering memorandum memorandum, dated June 8March 4, 2015 2024 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the SecuritiesNotes. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information Pricing Disclosure Package (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities Notes by the Initial Purchasers in the manner described in contemplated by this Agreement. References Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum, the Time . A Form N-54A Notification of Sale Information and the Offering Memorandum shall Election to be deemed Subject to refer to and include any document incorporated by reference therein as Sections 55 through 65 of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Investment Company Act of 19341940 (File No. 814-01543) (the “Notification of Election”) was filed, pursuant to Section 54(a) of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Investment Company Act”) that are incorporated by reference thereinwith the Commission on June 28, 2022. As The Company has entered into an Investment Advisory and Management Agreement, dated as of 5:30 P.M.June 28, New York City time, on the date of this Agreement 2022 (the “Investment Management Agreement”), with Sixth Street Lending Partners Advisers, LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of June 28, 2022 (the “Administration Agreement”), with the Adviser. At or prior to the Applicable Time of Sale”(as defined below), the Company had prepared the following Preliminary Offering Memorandum, which together with the information (collectively, set forth on Schedule 2 hereto comprises the “Time of Sale Information”): Pricing Disclosure Package.” Any reference herein to the terms “Preliminary Offering Memorandum as supplemented Memorandum,” “Pricing Disclosure Package” and amended “Offering Memorandum” shall be deemed to refer to and include all documents incorporated by the written communications listed on Annex A heretoreference therein.

Offering Memorandum. The Securities Restricted Bonds will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a confidential preliminary offering memorandum dated June 8August 19, 2015 2003 (the “"Preliminary Offering Memorandum”") and will prepare an a confidential offering memorandum dated the date hereof August 19, 2003 (the “"Offering Memorandum”") setting forth information concerning relating to the Company and the Securities. Copies of the Preliminary Offering Memorandum have beenRestricted Bonds, and copies of the Offering Memorandum will be, delivered which incorporate by reference documents filed by the Company to the Initial Purchasers pursuant to the terms Section 13, 14 or 15 of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “Commission”) thereunder (collectively"Exchange Act"). As used herein, the “Exchange Act”) that are term "Preliminary Offering Memorandum" and "Offering Memorandum" shall include respectively the documents incorporated by reference therein. As of 5:30 P.M.Any reference herein to the terms "amend", New York City time, on the date of this Agreement (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): "amendment" or "supplement" with respect to the Preliminary Offering Memorandum as supplemented and amended Offering Memorandum shall be deemed to include amendments or supplements to the Preliminary Offering Memorandum and Offering Memorandum, and documents incorporated by reference after the time of execution of this Agreement and prior to the termination of the offering of the Restricted Bonds by the written communications listed on Annex Initial Purchasers. Upon original issuance thereof, and until such time as the same is no longer required pursuant to the Indenture, the Restricted Bonds (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: THE BONDS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A heretoPERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) TO CONSUMERS ENERGY COMPANY OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Offering Memorandum. The 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 upon an exemption therefrom. The Company has prepared a preliminary offering memorandum memorandum, dated June 8November 14, 2015 2019 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information Pricing Disclosure Package (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in contemplated by this Agreement. References Any reference herein to the terms “Preliminary Offering Memorandum, the Time of Sale Information ,” “Pricing Disclosure Package” and the “Offering Memorandum Memorandum” shall be deemed to refer to and include any document all documents incorporated therein by reference therein as reference. A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Investment Company Act of 19341940, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Investment Company Act”) that are incorporated by reference thereinfiled pursuant to Section 54(a) of the Investment Company Act (File No. As of 5:30 P.M., New York City time, on the date of this Agreement 814-01219) (the “Notification of Election”) was filed under the Investment Company Act with the Commission on February 3, 2017. The Company has entered into an Amended and Restated Investment Advisory Agreement, dated as of November 6, 2018 (the “Investment Management Agreement”), with Owl Rock Capital Advisors LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of February 6, 2017 (the “Administration Agreement”) with the Adviser. At or prior to the Applicable Time of Sale”(as defined below), the Company had prepared the following Preliminary Offering Memorandum, dated November 14, 2019, which together with the information (collectivelyset forth on Schedule 2 hereto, comprises the “Time of Sale InformationPricing Disclosure Package.”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex A hereto.

Offering Memorandum. The Securities Senior Subordinated Notes will be offered and sold to the Initial Purchasers without being registered Purchaser pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has and the Guarantors have prepared a preliminary offering memorandum memorandum, dated June 8September 16, 2015 1997 (the “Preliminary Offering Memorandum”) "PRELIMINARY OFFERING MEMORANDUM"), and will prepare an a final offering memorandum memorandum, dated the date hereof September 25, 1997 (the “Offering Memorandum”) setting forth information concerning "OFFERING MEMORANDUM"), relating to the Company Senior Subordinated Notes and the SecuritiesSubsidiary Guarantees. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers Purchaser pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) Memorandum and the Offering Memorandum in connection with the offering and resale of the Securities Senior Subordinated Notes by the Initial Purchasers Purchaser in accordance with Section 4 hereof (the manner described in this Agreement"OFFERING"). References herein to the Preliminary Offering MemorandumUpon original issuance thereof, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of until such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, time as the case may beCompany determines (based upon an opinion of counsel, and any reference if the Company so requests) it to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date no longer required under the Securities Exchange Act of 1934, as amended, and the rules and regulations applicable requirements of the Securities and Exchange Commission (the “Commission”) thereunder (collectivelyAct, the “Exchange Act”Senior Subordinated Notes (and all securities issued in exchange therefor or in substitution thereof) that are incorporated by reference therein. As of 5:30 P.M.shall bear the following legend: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, New York City time, on the date of this Agreement AS AMENDED (the “Time of Sale”THE "SECURITIES ACT"), the Company had prepared the following information AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE THIRD SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (collectively1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB") OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A) (1), the “Time of Sale Information”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN "IAI") OR (C) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A heretoPERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING."

Offering Memorandum. The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a A preliminary offering memorandum memorandum, dated June 8August 15, 2015 2022 (the “Preliminary Offering Memorandum”) and will prepare ), an offering memorandum memorandum, dated the date hereof August 16, 2022 (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been), and copies of a pricing term sheet (the Offering Memorandum will be“Pricing Term Sheet”), delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandumdated August 16, the other Time of Sale Information (as defined below) and the Offering Memorandum 2022, have been prepared in connection with the offering and resale of the Securities by and shares of the Initial Purchasers in Common Stock issuable upon conversion thereof. The Preliminary Offering Memorandum, as amended and supplemented immediately prior to the manner described in this Agreement. References herein Applicable Time, together with the Pricing Term Sheet, is hereinafter referred to as the “Pricing Disclosure Package.” Any reference to the Preliminary Offering Memorandum, the Time of Sale Information and Memorandum or the Offering Memorandum shall be deemed to refer to and include any document all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of such memorandum and incorporated by reference therein and any reference to the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of such the Preliminary Offering Memorandum, Time of Sale Information Memorandum or the Offering Memorandum, as the case may be, and prior to such specified date and (ii) any reference Additional Issuer Information (as defined in Section 3(l)) furnished by the Company prior to “amend,” “amendment” or “supplement” with respect the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum or the Offering Memorandum, Time of Sale Information and as the Offering Memorandum shall be deemed to refer to and include case may be, or any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, amendment or supplement thereto are hereinafter called the “Exchange Act”) that are Act Reports” (provided that, only sections of such documents specifically incorporated by reference thereinshall be considered to be part of the “Exchange Act Reports”). As No Exchange Act Report has been filed with the Commission since the Commission’s close of 5:30 P.M., New York City time, business on the business day immediately prior to the date of this Agreement (and prior to the “Time execution of Sale”)this Agreement, the Company had prepared the following information (collectively, the “Time of Sale Information”): the except as set forth on Schedule 3(a) hereof. The Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, did not and will not, as supplemented of their respective dates, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and amended warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the written communications listed on Annex A heretoRepresentative expressly for use therein; it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in Section 6(b) hereof.

Offering Memorandum. The Securities Senior Notes will be offered and sold to the Initial Purchasers without being registered pursuant to one or more exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”"ACT"), in reliance upon an exemption therefrom. The Company has prepared an initial offering memorandum, attached hereto as Exhibit A, relating to the Senior Notes (including the documents incorporated by reference therein, the "Initial Offering Memorandum"). The Company understands that the Senior Notes purchased hereunder by the Purchasers will be resold (the "Exempt Resales") pursuant to one or more exemptions from the registration requirements under the Act. DLJ will act as lead manager in connection with the Exempt Resales. Each Purchaser will either act as a co-manager or designate one of its affiliates so to act with respect to the Senior Notes owned by it. The Company agrees to prepare a preliminary offering memorandum dated June 8(including the documents incorporated by reference therein, 2015 (the “a "Preliminary Offering Memorandum”") and will prepare an a final offering memorandum dated (including the date hereof documents incorporated by reference therein, an "Offering Memorandum") relating to the Senior Notes i n connection with each Exempt Resale, if requested by DLJ. DLJ agrees to notify the Company at such time as all of the Senior Notes have been resold by such Purchasers and the Company will thereupon so notify the Trustee (the “Offering Memorandum”) setting forth information concerning "Purchaser Resale Notice"). Upon original issuance thereof, and until such time as the Company and same is no longer required under the Securities. Copies applicable requirements of the Preliminary Offering Memorandum have beenAct, the Senior Notes (and copies all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: "THIS SENIOR NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE SECOND SENTENCE HEREOF. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)(A "QIB"), (B) IT IS ACQUIRING THIS SENIOR NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) AFTER THE COMPANY HAS RECEIVED A "PURCHASER RESALE NOTICE" (AS DEFINED IN THE INDENTURE), IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI")), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SENIOR NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE SECURITIES ACT, (D) AFTER THE COMPANY HAS RECEIVED A "PURCHASER RESALE NOTICE" IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) AFTER THE COMPANY HAS RECEIVED A "PURCHASER RESALE NOTICE" TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SENIOR NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE ACCRETED VALUE OF SENIOR NOTES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) AFTER THE COMPANY HAS RECEIVED A "PURCHASER RESALE NOTICE" IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND IF REQUESTED BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SENIOR NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SENIOR NOTE IN VIOLATION OF THE FOREGOING." The Company understands that the Exempt Resales will be made solely to persons who are reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Act ("QIBs") and to persons permitted to purchase the Senior Notes in offshore transactions in reliance upon Regulation S under the Act (each a "Regulation S Purchaser"). The QIBs and Regulation S Purchasers who purchase the Senior Notes in the initial placement thereof are referred to herein as the "Eligible Purchasers." Holders (including subsequent transferees) of the Offering Memorandum Senior Notes will behave the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), delivered by to be dated as of April 29, 1999, in substantially the Company to the Initial Purchasers pursuant to the terms form of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering MemorandumExhibit B hereto, the other Time of Sale Information for so long as any such Senior Notes constitute "Transfer Restricted Notes" (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Registration Rights Agreement). References herein Pursuant to the Preliminary Offering MemorandumRegistration Rights Agreement, the Time of Sale Information and the Offering Memorandum shall be deemed Company will agree to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” file with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “"Commission”"), under the circumstances and on the terms set forth therein, (i) thereunder a registration statement under the Act (collectivelythe "Exchange Offer Registration Statement") relating to the Company's Senior Discount Notes due 2009 (the "Exchange Notes" and together with the Senior Notes, the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M."Notes"), New York City time, on to be offered in exchange for the date of this Agreement Senior Notes (the “Time "Exchange Offer") and (ii) 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 Sale”the Senior Notes, and to use its best efforts to cause such Registration Statements to be declared effective. This Agreement, the fee agreement dated April 29, 1999 among the Company, DLJ and the Purchasers (the "Fee Agreement"), the Company had prepared the following information (collectivelyIndenture, the “Time of Sale Information”): Senior Notes and the Preliminary Offering Memorandum Registration Rights Agreement are hereinafter referred to collectively as supplemented and amended by the written communications listed on Annex A hereto"Transaction Documents."

Offering Memorandum. The Securities will be sold Borrower shall have engaged the investment bank(s) referred to in the Fee Letter (the “Investment Bank”) to place the securities referred to therein. The Borrower shall have (i) as soon as practicable, and in no event less than 20 calendar days prior to the Initial Purchasers without being Closing Date, prepared and delivered to the Lead Arrangers one or more preliminary prospectuses, offering memoranda or private placement memoranda (all as determined by, and in a form reasonably satisfactory to, the Investment Bank but in any event including all financial statements and other information that would be required in a registration statement on Form S-1 for an offering registered under the Securities Act (subject to exceptions customary for a Rule 144A/Regulation S offering involving high yield debt securities, including the exception of 1933, as amended (a consolidating footnote to the “Securities Act”financial statements for guarantors and non-guarantors), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated June 8, 2015 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies relating to any such issuance of the Preliminary Offering Memorandum have beenNotes, and copies thereafter prepare supplements to or final versions of the Offering Memorandum will besuch prospectuses, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandumoffering memoranda or private placement memoranda (promptly upon request by, and in a form reasonably satisfactory to, the other Time of Sale Information (as defined belowInvestment Bank) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange ActOffering Document”), (ii) caused the independent registered public accountants of each of the Borrower and the Target to render customary draft “comfort letters” (including customary “negative assurances” and SAS 100 review of interim financial statements) with respect to the financial information in the Offering Document that are incorporated by reference therein. As they would be willing to deliver on the pricing and closing date of 5:30 P.M.any Notes, New York City time(iii) caused the senior management and other representatives of the Borrower, and used commercially reasonable efforts to cause the senior management and other representatives of the Target, in each case, to provide access in connection with due diligence investigations and to participate in a customary high-yield “road show,” for a consecutive 20 consecutive calendar day period commencing on the date of this Agreement delivery of a final Offering Document (at no time during which period the financial information in the Offering Document shall be “stale”) and ending on the third business day prior to the Closing Date (the “Time of SaleMarketing Period”); provided (a) such 20 consecutive calendar day period shall not be required to be consecutive to the extent it would include July 3, 2014 through July 6, 2014 and/or November 27, 2014 through November 28, 2014 (which days shall not be counted for the purposes of meeting such 20 consecutive calendar day requirement), (b) to the extent the Marketing Period has not ended on or prior to August 15, 2014, the Company had prepared Marketing Period shall be deemed not to have commenced until September 2, 2014 and (c) to the following information (collectivelyextent the Marketing Period has not ended on or prior to December 16, 2014, the “Time Marketing Period shall be deemed not to have commenced until January 2, 2015 and (iv) obtained the Ratings prior to the commencement of Sale Information”): such 20 calendar day period. To the Preliminary Offering Memorandum extent any issuance of Securities is not consummated on or prior to the Closing Date, this condition shall continue as supplemented a covenant following the Closing Date (with the references to specific dates and amended by the written communications listed on Annex A heretoperiods being disregarded).

Offering Memorandum. The Securities 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 upon an exemption therefrom. The Company has prepared a preliminary offering memorandum memorandum, dated June 83, 2015 2014 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the SecuritiesNotes. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information Pricing Disclosure Package (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities Notes by the Initial Purchasers in the manner described in contemplated by this Agreement. References Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum, the Time . A Form N-6F Notice of Sale Information and the Offering Memorandum shall Intent to Elect to be deemed Subject to refer to and include any document incorporated by reference therein as Sections 55 through 65 of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as the case may be, and any reference to “amend,” “amendment” or “supplement” with respect to the Preliminary Offering Memorandum, Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Investment Company Act of 19341940 (File No. 814-00854) (the “Notice of Intent”) was filed, pursuant to Section 6(f) of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Investment Company Act”) that are incorporated by reference thereinwith the Commission on January 14, 2011. As A Form N-54A Notification of 5:30 P.M., New York City time, on Election to be Subject to Sections 55 through 65 of the date Investment Company Act filed pursuant to Section 54(a) of this Agreement the Investment Company Act (File No. 814-00854) (the “Notification of Election”) was filed under the Investment Company Act with the Commission on April 15, 2011. The Company has entered into an Amended and Restated Investment Advisory and Management Agreement, dated as of December 13, 2011 (the “Investment Management Agreement”), with TSL Advisers, LLC, a Delaware limited liability company registered as an investment adviser (the “Adviser”) under the Investment Advisers Act of 1940, as amended, and the rules and regulations thereunder (the “Advisers Act”). The Company has also entered into an Administration Agreement, dated as of March 15, 2011 (the “Administration Agreement”) with the Adviser. At or prior to the Applicable Time of Sale”(as defined below), the Company had prepared the following information Preliminary Offering Memorandum and Term Sheet containing the terms of the Notes, substantially in the form on Schedule 3 hereto (collectively, the “Time of Sale InformationPricing Disclosure Package”): the Preliminary Offering Memorandum as supplemented and amended by the written communications listed on Annex A hereto).

Offering Memorandum. The Securities Series A Preferred Stock will be offered and sold to the Initial Purchasers without being registered registration under the Securities Act of 1933, as amended (the “"Act") and the rules and regulations (the "Rules and Regulations") of the Securities Act”)and Exchange Commission (the "Commission") thereunder, in reliance upon on an exemption therefrompursuant to Section 4(2) under the Act. The Company has and the Subsidiary Guarantors have prepared a preliminary offering memorandum dated June 8, 2015 (the “Preliminary Offering Memorandum”) and will prepare an offering memorandum memorandum, dated as of the date hereof (the “"Offering Memorandum”) "), setting forth information concerning regarding the Company, the Subsidiary Guarantors, the Series A Preferred Stock, the Registered Preferred Stock (as defined herein) and the Exchange Notes. Any reference to the Offering Memorandum means, with respect to any date or time referred to in this Agreement, the most recent Offering Memorandum, as it may be amended or supplemented, including exhibits thereto and any documents incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Offering 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 in the Offering Memorandum. The Company and the Securities. Copies of the Preliminary Offering Memorandum Subsidiary Guarantors hereby confirm that they have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities Series A Preferred Stock by the Initial Purchasers Purchasers. It is understood and acknowledged that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Act, the Series A Preferred Stock (and all securities issued in exchange therefor or in substitution thereof) shall bear the following legend: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES, AND THE HOLDER OF THIS SERIES A PREFERRED STOCK AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SERIES A PREFERRED STOCK OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND." You have advised the Company that you will make offers (the "Exempt Resales") of the Series A Preferred Stock purchased by you hereunder on the terms set forth in the manner described in this Agreement. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein as of the date of such Preliminary Offering Memorandum, Time of Sale Information or Offering Memorandum, as amended or supplemented, solely to (i) persons (each, a "144A Purchaser") whom you reasonably believe to be "qualified institutional buyers" as defined in Rule 144A under the case may beAct ("QIBs"), and any reference (ii) outside the United States to “amend,” “amendment” or “supplement” with respect certain persons in offshore transactions in reliance on Regulation S under the Act (the purchasers specified in clauses (i) and (ii) being referred to herein as the "Eligible Purchasers"). Holders (including subsequent transferees) of the Series A Preferred Stock will have the registration rights set forth in the registration rights agreement (the "Registration Rights Agreement"), to be dated the Closing Date (as defined below), in a form reasonably acceptable to the Preliminary Offering Memorandum, Time Company and the Initial Purchasers and in conformity with the description of Sale Information and registration rights in the Offering Memorandum shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act heading "Description of 1934, as amended, and the rules and regulations of the Securities Series A Preferred Stock and Exchange Commission Notes" -- "Registration Rights; Additional Dividends," for so long as such Series A Preferred Stock constitute "Transfer Restricted Securities" (as defined in the “Commission”) thereunder (collectively, Registration Rights Agreement). Pursuant to the “Exchange Act”) that are incorporated by reference therein. As of 5:30 P.M., New York City time, on the date of this Agreement (the “Time of Sale”)Registration Rights Agreement, the Company had prepared will agree to file with the following information Commission under the circumstances set forth therein, a registration statement under the Act (collectively, the “Time of Sale Information”): "Exchange Offer Registration Statement") relating to the Preliminary Offering Memorandum as supplemented and amended by Company's Series A Preferred Stock (the written communications listed on Annex "Registered Series A heretoPreferred Stock") to be offered in exchange for the Series A Preferred Stock.

Offering Memorandum. The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a A preliminary offering memorandum memorandum, dated June 8September 20, 2015 2023 (the “Preliminary Offering Memorandum”) and will prepare ), an offering memorandum memorandum, dated the date hereof September 22, 2023 (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been), and copies of a pricing term sheet (the Offering Memorandum will be“Pricing Term Sheet”), delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandumdated September 22, the other Time of Sale Information (as defined below) and the Offering Memorandum 2023, have been prepared in connection with the offering and resale of the Securities by Securities. The Preliminary Offering Memorandum, as amended and supplemented immediately prior to the Initial Purchasers in Applicable Time, together with the manner described in this Agreement. References herein Pricing Term Sheet, is hereinafter referred to as the “Pricing Disclosure Package.” Any reference to the Preliminary Offering Memorandum, the Time of Sale Information and Memorandum or the Offering Memorandum shall be deemed to refer to and include any document all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of such memorandum and incorporated by reference therein and any reference to the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of such the Preliminary Offering Memorandum, Time of Sale Information Memorandum or the Offering Memorandum, as the case may be, and prior to such specified date and (ii) any reference Additional Issuer Information (as defined in Section 3(k)) furnished by the Parent Guarantor prior to “amend,” “amendment” or “supplement” with respect the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum or the Offering Memorandum, Time of Sale Information and as the Offering Memorandum shall be deemed to refer to and include case may be, or any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, amendment or supplement thereto are hereinafter called the “Exchange Act”) that are Act Reports” (provided that, only sections of such documents specifically incorporated by reference thereinshall be considered to be part of the “Exchange Act Reports”). As No Exchange Act Report has been filed with the Commission since the Commission’s close of 5:30 P.M., New York City time, business on the business day immediately prior to the date of this Agreement (and prior to the “Time execution of Sale”)this Agreement, the Company had prepared the following information (collectively, the “Time of Sale Information”): the except as set forth on Schedule 3(a) hereof. The Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, did not and will not, as supplemented of their respective dates, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and amended warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the written communications listed on Annex A heretoRepresentative expressly for use therein; it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in Section 6(b) hereof.

Offering Memorandum. The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a A preliminary offering memorandum memorandum, dated June 8May 17, 2015 2021 (the “Preliminary Offering Memorandum”) and will prepare ), an offering memorandum memorandum, dated the date hereof May 17, 2021 (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been), and copies of a pricing term sheet (the Offering Memorandum will be“Pricing Term Sheet”), delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandumdated May 17, the other Time of Sale Information (as defined below) and the Offering Memorandum 2021, have been prepared in connection with the offering and resale of the Securities by and shares of the Initial Purchasers in Common Stock issuable upon conversion thereof. The Preliminary Offering Memorandum, as amended and supplemented immediately prior to the manner described in this Agreement. References herein Applicable Time, together with the Pricing Term Sheet, is hereinafter referred to as the “Pricing Disclosure Package.” Any reference to the Preliminary Offering Memorandum, the Time of Sale Information and Memorandum or the Offering Memorandum shall be deemed to refer to and include any document all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of such memorandum and incorporated by reference therein and any reference to the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of such the Preliminary Offering Memorandum, Time of Sale Information Memorandum or the Offering Memorandum, as the case may be, and prior to such specified date and (ii) any reference Additional Issuer Information (as defined in Section 3(l)) furnished by the Company prior to “amend,” “amendment” or “supplement” with respect the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum or the Offering Memorandum, Time of Sale Information and as the Offering Memorandum shall be deemed to refer to and include case may be, or any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, amendment or supplement thereto are hereinafter called the “Exchange Act”) that are Act Reports” (provided that, only sections of such documents specifically incorporated by reference thereinshall be considered to be part of the “Exchange Act Reports”). As No Exchange Act Report has been filed with the Commission since the Commission’s close of 5:30 P.M., New York City time, business on the business day immediately prior to the date of this Agreement (and prior to the “Time execution of Sale”)this Agreement, the Company had prepared the following information (collectively, the “Time of Sale Information”): the except as set forth on Schedule 3(a) hereof. The Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, did not and will not, as supplemented of their respective dates, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and amended warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by any Purchaser through the written communications listed on Annex A heretoRepresentatives expressly for use therein; it being understood and agreed that the only such information furnished by any Purchaser consists of the information described as such in Section 6(b) hereof.