Common use of Introductory Clause in Contracts

Introductory. Argo Group US, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between the Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information

Introductory. Argo Group US, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 €700,000,000 aggregate principal amount of the CompanyIssuer’s 6.5001.875% Senior Notes due 2042 2029 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesDebt Securities”). ▇▇▇▇▇▇▇ LynchBNP Paribas, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇”) and .▇. ▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) Securities plc have agreed to act as representatives lead managers of the several Underwriters (in such capacity, the “RepresentativesLead Managers”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (as defined below) (the “Base Indenture”), between among the CompanyIssuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the Guarantor (as defined below) “Transaction Parties”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms , as supplemented by the first supplemental indenture, to be dated as of the Notes will be established pursuant to a supplemental indenture Closing Date (the “First Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a company organized under the laws of Bermuda senior basis (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “GuaranteeGuarantees” and, together with the NotesDebt Securities, the “Securities”) ), to each holder of Debt Securities, (i) the Notes full and to the Trustee all prompt payment obligations of the Company under principal of and any premium, if any, on any Debt Securities when and as the Indenture. The Company same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the Guarantor have prepared full and filed with prompt payment of any interest on any Debt Securities when and as the Securities same shall become due and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationpayable.

Introductory. Argo Group US, Inc.Alliance Data Systems Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.5006.375% Senior Notes due 2042 2020 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25March 29, 2012 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be established fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to a supplemental indenture their guarantees (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureGuarantees”). Pursuant The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the Indentureconditions set forth herein, Argo Group International Holdings, Ltd., all or a company organized under portion of the laws of Bermuda Securities to purchasers (the “GuarantorSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 16, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 22, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance memorandum dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms its agreements with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationInitial Purchasers as follows:

Introductory. Argo Group USGE Equipment Midticket LLC, Inc., a Delaware corporation Series 2012-1 (the “Company”), proposes CEF Equipment Holding, L.L.C. (“CEFEH” or the “Depositor”) and General Electric Capital Corporation (“GECC”), as sponsor, propose to issue cause the sale of the GE Equipment Midticket LLC, Series 2012-1 Asset Backed Notes, consisting of the Class A-1, Class A-2, Class A-3 and sell to Class A-4 Notes (collectively, the several underwriters named in Schedule “Class A Notes”), and Class B Notes (the “Underwriters”), acting severally Class B Notes” and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) belowClass A Notes, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indentureIndenture, to be dated as of September 2526, 2012 (the “Base Indenture”), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”). Certain terms of the The Notes will be established pursuant to a supplemental indenture issued in an aggregate initial principal amount of $541,590,000. The Notes specified on Schedule I hereto (the “Supplemental IndentureSubject Notes”) to are being purchased by the Base Indenture entities specified therein (each an “Underwriter,” and together with the Base Indenture“Underwriters”). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and leases secured by industrial equipment, construction equipment, technology and telecommunications equipment, furniture and fixtures, transportation equipment, maritime assets or other equipment and the related security interests in, or ownership of, the equipment financed thereby (collectively, the “IndentureReceivables”). Pursuant to the Indenturea Receivables Sale Agreement, Argo Group International Holdingsdated as of September 26, Ltd., a company organized under the laws of Bermuda 2012 (the “GuarantorReceivables Sale Agreement”), has agreed among the Depositor, GECC, VFS Financing, Inc. (“VFS”) and NMHG Financial Services, Inc. (“NMHG”, and together with GECC, and VFS, the “Originators”), GECC and the other Originators will sell the Receivables to fully the Depositor. Pursuant to a Receivables Purchase and unconditionally guarantee Sale Agreement, dated as of September 26, 2012 (the “Guarantee” andReceivables Purchase and Sale Agreement”), together with between the NotesDepositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Receivables. Pursuant to the Servicing Agreement, dated as of September 26, 2012 (the “SecuritiesServicing Agreement”) to each holder of between GECC, as servicer, and the Notes and to Company, GECC will service the Trustee all payment obligations of Receivables. Capitalized terms used herein but not otherwise defined shall have the Company under meanings set forth in the Indenture. The Company Class A-1 Notes shall bear interest at 0.23000% per annum, the Class A-2 Notes shall bear interest at 0.47% per annum, the Class A-3 Notes shall bear interest at 0.60% per annum, the Class A-4 Notes shall bear interest at 0.78% per annum and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationClass B Notes shall bear interest at 1.16% per annum.

Introductory. Argo Group US, iStar Financial Inc., a Delaware Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together confirms its agreement with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), with respect to (i) the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of the Company’s 1.50% Convertible Senior Notes due 2016 (the “Initial Securities”) and (ii) the grant by the Company to the Initial Purchasers, acting severally and not jointly, of the option to purchase all or any part of an additional $25,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2016 (the “Option Securities” and, together with the Initial Securities, the “Securities”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25February 5, 2012 (the “Base Indenture”)2001, between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, US Bank Trust National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture ) (the “Base Indenture”), as amended by the Twenty-fifth Supplemental Indenture”, to be dated as of the Closing Date (as defined in Section 2 hereof) to between the Base Indenture Company and the Trustee (such supplemental indenture, together with the Base Indenture, the “Indenture”). Pursuant to The Securities will be convertible, upon the terms and conditions set forth in the Indenture, Argo Group International Holdingsinto shares of common stock, Ltd.par value $0.001 per share, a company organized under of the laws of Bermuda Company (the “GuarantorCommon Stock”). The Securities will be issued only in book-entry form in the name of Cede & Co., has agreed to fully and unconditionally guarantee as nominee of The Depository Trust Company (the “Guarantee” andDepositary”) pursuant to a letter of representations, together with to be dated on or before the NotesClosing Date, among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are referred to herein as the “SecuritiesTransaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) to each holder on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes and Securities are made is referred to as the Trustee all payment obligations “Time of Sale”(which for purposes of this Agreement is 4:25 p.m., New York City time, on the Company under the Indenturedate hereof)). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amendedamended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A (“Rule 144A”) of the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statementThe Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, including dated November 13, 2013 (the financial statements“Preliminary Offering Memorandum”), exhibits and schedules theretohas prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 13, 2013 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the form in which it became effective Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including any required informationthe Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. Argo Group USCentury Communities, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC and the other several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 400,000,000 aggregate principal amount of the Company’s 6.5005.875% Senior Notes due 2042 2025 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, Securities LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25May 12, 2012 (the “Base Indenture”)2017, between among the Company, the Guarantor Guarantors (as defined below) ), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms ) relating to the issuance of the Notes will be established pursuant to a supplemental indenture Securities, (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of May 12, 2017 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Representative, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, Argo Group International Holdingsand their respective successors and assigns (collectively, Ltd.the “Guarantors”), a company organized under the laws of Bermuda pursuant to their guarantees (the “GuarantorGuarantees”), has agreed . The Notes and the Guarantees attached thereto are herein collectively referred to fully and unconditionally guarantee (as the “GuaranteeSecurities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” and, together with The issuance and sale of the Notes, the issuance of the Guarantees, the repayment of certain borrowings under the Company’s existing credit facilities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively, as the “Transactions.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) to each holder on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes and Securities are made is referred to as the Trustee all payment obligations “Time of the Company under the IndentureSale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 8, 2017 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 9, 2017 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group USConn’s, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 7.250% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25July 1, 2012 2014 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain The Notes will be issued initially only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), between the Company and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of July 1, 2014 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes, except with respect to limitations on the transfer thereof and any provisions for additional interest thereon (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use their best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities (as defined below) and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be established fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to a supplemental indenture their guarantees (the “Supplemental IndentureGuarantees”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” On or prior to the Closing Date, the Company will enter into an amendment (the “ABL Facility Amendment”) to the Base Indenture Second Amended and Restated Loan and Security Agreement dated as of September 26, 2012 (together with the Base Indentureas previously amended and as so amended, the “IndentureABL Facility”), among the Company and its subsidiaries party thereto, Bank of America, N.A., as administrative and collateral agent, and the lenders from time to time party thereto, as described in the Pricing Disclosure Package (as defined below). This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (as defined below) (the first time when sales of the Securities are made is referred to as the “Time of Sale”). Pursuant The Securities are to be offered and sold to or through the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 23, 2014 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 26, 2014 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group US, Inc.▇▇▇▇ Gaming Corporation, a Delaware Nevada corporation (the “Company”), proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the other several underwriters Underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 750,000,000 aggregate principal amount of the Company’s 6.5006.875% Senior Notes due 2042 2023 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25May 21, 2012 2015 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankWilmington Trust, National AssociationN.A., as trustee (the “Trustee”). Certain terms of the Notes Securities will be established pursuant to a supplemental indenture dated as of May 21, 2015 (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, Argo Group International Holdingsand their respective successors and assigns (collectively, Ltd.the “Guarantors”), a company organized under pursuant to the laws requirements of Bermuda the Indenture (the “GuarantorGuarantees”), has agreed . The Notes and the Guarantees are herein collectively referred to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered, and initially to offer the Guarantor have Securities on the terms set forth in the Pricing Disclosure Package. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957203814), which contains including a base form of prospectus (the “Base Prospectus”), to be used in connection with covering the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationcertain

Introductory. Argo Group US, Illinois Tool Works Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 1,000,000,000 aggregate principal amount of the Company’s 6.5002.650% Senior Notes due 2042 2026 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, Securities LLC (“▇▇▇▇▇ Fargo”) have agreed herein to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25November 1, 2012 1986, as amended by a First Supplemental Indenture, dated as of May 1, 1990 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as successor trustee (the “Trustee”). Certain terms of the Notes will be established by an Officers’ Certificate pursuant to a supplemental indenture (the “Supplemental Indenture”) to Section 2.01 of the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to fully and unconditionally guarantee a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Guarantee” andDTC Agreement”), together with among the NotesCompany, the “Securities”) to each holder of Trustee and the Notes and to the Trustee all payment obligations of the Company under the IndentureDepositary. The Company and the Guarantor have has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957206213), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the SecuritiesNotes, and other securities of the Company under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationthe

Introductory. Argo Group US, Inc.Gulfport Energy Corporation, a Delaware corporation (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of Purchasers U.S. $125,000,000 aggregate 450,000,000 principal amount of the Company’s 6.500its 6.375% Senior Notes due 2042 2026 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of September 25, 2012 the Closing Date (as defined below) (the “Base Indenture”), between the Company, the Guarantor Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “Guarantors” and such Guarantees, the “Guarantees”). ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPMorgan”) has agreed to act as the representative (the “Representative”) of the Purchasers in connection with the offering and sale of the Notes. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “GuarantorRegistration Rights Agreement”), has agreed pursuant to fully and unconditionally guarantee (which the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Guarantors agree to file with the Securities and Exchange Commission (the “Commission”) (a) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base ProspectusExchange Offer Registration Statement”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company ) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), relating to another series of the Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”), to be offered in exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Notes and the offering thereof from time related Guarantees. The Notes and the Guarantees are herein collectively referred to time in accordance as the “Offered Securities” and the Exchange Notes and related Guarantees are herein collectively referred to as the “Exchange Securities.” Each of the Company and the Guarantors hereby agrees with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationseveral Purchasers as follows:

Introductory. Argo Group US, Inc.Banc of America Funding Corporation, a Delaware corporation (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") $703,475,133 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Initial Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 240 to approximately 360 months as described in Schedule A I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 28, 2006, by and between the Company, as purchaser and Bank of $125,000,000 America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal amount balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Company’s 6.500% Senior Notes due 2042 Trust Estate as multiple separate real estate mortgage investment conduits (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) beloweach, the “Notes”a "REMIC"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed The Certificates are to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of September 2528, 2012 2006 (the “Base Indenture”"Pooling and Servicing Agreement"), between among the Company, the Guarantor (as defined below) and depositor, ▇▇▇▇▇ Fargo Bank, N.A., as securities administrator (the "Securities Administrator"), CitiMortgage, Inc., as master servicer (the "Master Servicer") and U.S. Bank National Association, as trustee (the “"Trustee”"). Certain terms of the Notes The Offered Certificates will be established pursuant to a supplemental indenture (issued in the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenturedenominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company Mortgage Loan Purchase Agreement and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”)purchase agreement, to be used in connection with the public offering dated September 28, 2006, between BAS, as purchaser and sale of debt securities, including the Securities, and other securities of the Company under (the Securities Act of 1933, "Purchase Agreement") are collectively referred to herein as amended, and the rules and regulations promulgated thereunder (collectively, "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, meanings assigned thereto in the form in which it became effective under the Securities Act, including any required informationPooling and Servicing Agreement.

Introductory. Argo Group US, Mount Logan Capital Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom Lucid Capital Markets, LLC is acting severally and not jointlyas representative (the “Representative”), the respective amounts set forth in such Schedule A of $125,000,000 [______] aggregate principal amount of the Company’s 6.500its [______]% Senior Notes due 2042 2031 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesFirm Securities”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to the provisions of an indentureIndenture, to be dated as of September 25, 2012 [______] (the “Base Indenture”), ) between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association[______], as trustee (the “Trustee”). Certain terms , as supplemented by a [____] Supplemental Indenture to be dated as of the Notes will be established pursuant to a supplemental indenture Closing Date between the Company and the Trustee (the “[____] Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”). Pursuant The Company also proposes to issue and sell to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws several Underwriters not more than an additional $[_____] aggregate principal amount of Bermuda its [_____]% Senior Notes due 2031 (the “GuarantorOptional Securities”), has agreed if and to fully the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, the right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm Securities and unconditionally guarantee (the “Guarantee” and, together with the Notes, Optional Securities are hereinafter collectively referred to as the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. .” The Company and the Guarantor have prepared and has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 S-1 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957[________]), which contains registration statement included a base prospectus preliminary prospectus, relating to the Securities. Such registration statement, including any amendments thereto filed prior to the Applicable Time (the “Base Prospectus”as defined below), to be used in connection with has been declared effective by the public offering and sale of debt securities, including the Securities, and other securities of the Company Commission under the Securities Act of 1933, as amendedamended (the “Act”), and the rules and regulations promulgated thereunder thereunder. The Company will prepare a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the Rules and Regulations and shall file such prospectus with the Commission prior to 5:30 p.m. (Eastern Time) on the second SEC Business Day following the date of this Underwriting Agreement (this “Agreement”). Such prospectus, in the form first furnished to the Underwriters for use in connection with the offer and sale of Securities, is referred to herein as the “Prospectus.” Any information included in the Prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430A of the Act (“Rule 430A”) is referred to as “Rule 430A Information.” Each prospectus used in connection with the offering of Securities that omitted Rule 430A Information is herein called a “preliminary prospectus.” Except where the context otherwise requires, the registration statement on Form S-1 filed by the Company with the Commission (No. [_____]), on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Time”), including all documents filed as part thereof or incorporated by reference therein, including any information contained in a Prospectus subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the “Registration Statement.” Any reference in this Agreement to the Registration Statement, the General Disclosure Package (defined below), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-1 under the Act, as of each Effective Time or the Execution Time (defined below) or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the General Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, and all references in this Agreement to amendments or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the offering thereof from time rules and regulations of the Commission promulgated thereunder, which is or is deemed to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, be incorporated by reference in the form in which it became effective under Registration Statement, the Securities ActGeneral Disclosure Package or the Prospectus, including as the case may be. Any reference herein to the Registration Statement, the General Disclosure Package, the Prospectus or any required informationPermitted Free Writing Prospectus (as defined below) shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated, or deemed to be incorporated, by reference therein. For purposes of this Agreement:

Introductory. Argo Group USCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to the several underwriters named listed in Schedule A hereto (the “Underwriters”), for whom ▇.▇. ▇▇▇▇▇▇ Securities plc (“▇.▇. ▇▇▇▇▇▇”) is acting severally and not jointlyas representative (the “Representative”), the respective amounts set forth in such Schedule A of $125,000,000 €750,000,000 aggregate principal amount of the Company’s 6.5005.000% Senior Notes due 2042 2031 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed The Company intends to act as representatives of use the several Underwriters (in such capacity, net proceeds from the “Representatives”) in connection with the offering issuance and sale of the NotesSecurities (as defined below) described in the Disclosure Package (as defined below), together with the net proceeds from the Company’s concurrent U.S. Dollar notes offering of $700,000,000 aggregate principal amount of Senior Notes due 2030 and $1,100,000,000 aggregate principal amount of Senior Notes due 2033 and borrowings under the 364-Day Term Loan Credit Agreement (as defined below) (i) to fund the Company’s tender offers, announced on March 5, 2025, (ii) to repay a portion of the outstanding borrowings under the Five-Year Term Loan Credit Agreement (as defined below), (iii) to repay borrowings under the U.S. Revolving Credit Agreement (as defined below), (iv) to repay the Company’s outstanding 6.050% Senior Notes due March 15, 2025 and (v) for general corporate purposes, which may include the repayment of other outstanding indebtedness. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25May 6, 2012 2011 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and Computershare Trust Company, N.A. (as successor trustee to ▇▇▇▇▇ Fargo Bank, National Association), as trustee (the “Base Trustee”). Certain terms of the Notes Securities will be established pursuant to a supplemental indenture indenture, to the Base Indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”). Pursuant to , among the IndentureCompany, Argo Group International Holdingsthe Guarantors, Ltd.the Base Trustee, a company organized under U.S. Bank Trust Company, National Association, as trustee for the laws of Bermuda Notes (the “GuarantorTrustee”), has agreed to fully U.S. Bank Trust Company, National Association, as registrar and unconditionally guarantee transfer agent (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities ActTransfer Agent”), and U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch), as paying agent (the offering thereof from time “Paying Agent”). The Notes will be issued only in registered form and deposited in global form with a common depository (the “Common Depository”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). Subject to time in accordance the terms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with Rule 415 under the Securities ActParent Guarantor, the “Guarantors”). Such registration statement, including The Notes and the financial statements, exhibits and schedules thereto, in Guarantees are herein collectively referred to as the form in which it became effective under the Securities Act, including any required information“Securities.”

Introductory. Argo Group US, Inc.The Mississippi Band of Choctaw Indians d/b/a Choctaw Resort Development Enterprise (the "Issuer"), a Delaware corporation business enterprise of The Mississippi Band of Choctaw Indians, a federally recognized Indian Tribe and Native American sovereign nation (the “Company”"Tribe"), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”)Banc of America Securities LLC, acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇ Barney Inc., ▇▇▇▇▇ Fargo SecuritiesBrokerage Services, LLC and Banc One Capital Markets, Inc. (“▇▇▇▇▇ Fargo”) have agreed to act as representatives the "Initial Purchasers"), acting severally and not jointly, $200,000,000 aggregate principal amount of the several Underwriters Issuers' 9 1/4% Senior Notes due April 1, 2009 (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes"Securities"). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25March 30, 2012 2001 (the “Base "Indenture”"), between among the CompanyIssuer, the Guarantor (as defined below) Tribe and ▇▇▇▇▇ Fargo Bank, National AssociationFirstar Bank N.A., as trustee (the “"Trustee”"). Certain terms The holders of the Notes Securities will be established entitled to the benefits of a registration rights agreement, to be dated as of March 30, 2001 (the "Registration Rights Agreement"), among the Issuer and the Initial Purchasers, pursuant to a supplemental indenture (which the “Supplemental Indenture”) Issuer will agree to file, pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd.circumstances set forth therein, a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed registration statement with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 registering the Exchange Securities (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company as defined below) under the Securities Act of 1933, as amendedamended (the "Securities Act," which term, and as used herein, includes the rules and regulations of the Commission promulgated thereunder (collectively, thereunder). The Issuer understands that the “Securities Act”), and the Initial Purchasers propose to make an offering thereof from time to time in accordance with Rule 415 under of the Securities Act. Such registration statement, including on the financial statements, exhibits terms and schedules thereto, in the form manner set forth herein and in which it became effective the Offering Memorandum (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including any required informationthe exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Introductory. Argo Group US, Inc.American Tower Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes to issue and sell from time to the several underwriters named in Schedule time certain of its unsecured debt securities, preferred stock, depositary shares, Class A Common Stock (the “Underwriters”), acting severally "COMMON STOCK") and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount warrants and certain stockholders of the Company’s 6.500% Senior Notes due 2042 Company (together with any of "SELLING STOCKHOLDERS") may sell Common Stock registered under the Company’s 6.500% Senior Notes due 2042 that are offered pursuant registration statements referred to the option described in Section 2(a) below(collectively, the “Notes”"REGISTERED SECURITIES"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Registered Securities (as defined below) constituting senior debt securities will be issued pursuant under the Indenture identified in the Terms Agreement referred to an indenturein Section 3 ("SENIOR INDENTURE"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms. The Registered Securities constituting subordinated debt securities will be dated as of September 25, 2012 issued under the Indenture identified in the Terms Agreement referred to in Section 3 (the “Base "SUBORDINATED INDENTURE", and together with the Senior Indenture”, the "INDENTURES" or, each, an "INDENTURE"), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms. The Registered Securities constituting preferred stock may be issued in one or more series, which series may vary as to dividend rates, redemption provisions, selling prices and other terms. The Registered Securities constituting depositary shares will be issued by the Depositary identified in the Terms Agreement referred to in Section 3 (the "DEPOSITARY") under the deposit agreement identified in the Terms Agreement referred to in Section 3 ("DEPOSIT AGREEMENT"), in one or more series, each representing an interest in shares of the Company's preferred stock. The Registered Securities constituting warrants will be issued under a warrant agreement identified in the Terms Agreement referred to in Section 3 ("WARRANT AGREEMENT"), between the Company, Company and the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee Warrant Agent identified in the Terms Agreement referred to in Section 3 (the “Trustee”"WARRANT AGENT"), in one or more series, which series may vary as to securities or other property purchasable, expiration dates, exercise dates, selling prices, exercise prices and other terms. Certain terms Particular series or offerings of the Notes Registered Securities will be established sold pursuant to a supplemental indenture Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The Registered Securities involved in any such offering are hereinafter referred to as the "OFFERED SECURITIES"; provided, however, that if the Terms Agreement provides for an over-allotment option ("OVER-ALLOTMENT OPTION"), then the “Supplemental Indenture”) Registered Securities involved in any such offering and to be purchased by the Underwriters are hereinafter referred to as the "FIRM OFFERED SECURITIES" and any Registered Securities involved in any such offering which may be purchased pursuant to the Base Indenture (together with Over-Allotment Option are hereinafter referred to as the Base Indenture"OPTIONAL OFFERED SECURITIES"; provided, further, however, that the Firm Offered Securities and the Optional Offered Securities are herein collectively referred to as the "OFFERED SECURITIES". The firm or firms which agree to purchase the Offered Securities are hereinafter referred to as the "UNDERWRITERS" of such securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the "REPRESENTATIVES"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the “Indenture”). Pursuant to the Indentureterm "Representatives", Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda as used in this Agreement (the “Guarantor”other than in Sections 2(b), has agreed to fully 5(d) and unconditionally guarantee (6 and the “Guarantee” andsecond sentence of Section 3), together with shall mean the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations Underwriters. Subsidiaries of the Company under the Indenture. The Company have entered into a Credit Agreement, dated as of January 6, 2000, among Verestar Inc., American Towers, Inc. and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957)American Tower L.P., which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securitiesrespectively, and other securities of the Company under the Securities Act of 1933, Toronto Dominion (Texas) Inc. as amendedAdministrative Agent, and the rules and regulations promulgated thereunder other lenders under such agreement (collectivelyas heretofore amended, the “Securities Act”"CREDIT AGREEMENT"), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information.

Introductory. Argo Group US, Inc.Teleflex Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the other several underwriters Underwriters named in Schedule A hereto (such Underwriters, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 400,000,000 aggregate principal amount of the Company’s 6.500its 4.875% Senior Notes due 2042 2026 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25May 16, 2012 2016 (the “Base Indenture”), ) between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms , as supplemented by the First Supplemental Indenture to be dated as of May 16, 2016, among the Notes will be established pursuant to a supplemental indenture Company, the Guarantors (as defined below) and the “Supplemental Indenture”) to the Base Indenture Trustee (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued only in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of among the Company under and the IndentureDepositary. The Company and the Guarantor have prepared and filed Guarantors, in accordance with the Securities and Exchange Commission requirements of Conduct Rule 5121 (the “CommissionRule 5121”) a registration statement on Form S-3 of the Financial Industry Regulatory Authority, Inc. (File Nos. ▇▇▇-“FINRA”) and subject to the terms and conditions stated herein, also hereby confirm the engagement of the services of ▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus Sachs & Co. (the “Base ProspectusIndependent Underwriter”), to be used as a “qualified independent underwriter” within the meaning of Section (f)(12) of Rule 5121 in connection with the public offering and sale of debt securities, including the Securities, and other securities the Independent Underwriter hereby confirms its engagement to render such services. The payment of the Company under the Securities Act of 1933principal of, as amendedpremium, if any, and interest on the rules Notes will be fully and regulations promulgated thereunder unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Securities ActGuarantors”), ) and (ii) any subsidiary of the offering thereof from time to time Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with Rule 415 under the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities.” This Agreement, the Securities Act. Such registration statement, including and the financial statements, exhibits and schedules thereto, in Indenture are collectively referred to herein as the form in which it became effective under the Securities Act, including any required information“Transaction Documents.”

Introductory. Argo Group USCheniere Energy Partners, Inc.L.P., a Delaware corporation limited partnership (the “Company”), proposes agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the several underwriters named Purchasers in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of aggregate $125,000,000 aggregate 1,100,000,000 principal amount of the Company’s 6.500its 5.625% Senior Notes due 2042 2026 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will Notes shall be issued pursuant to an indenture, to be under the indenture dated as of September 2518, 2012 2017 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York Mellon, as trustee Trustee (the “Trustee”). Certain terms , as supplemented by a second supplemental indenture that will be dated as of September 11, 2018, relating to the Notes will be established pursuant to a supplemental indenture (the “Second Supplemental Indenture”) to the Base Indenture (, and together with the Base Indenture, the “Indenture”). Pursuant The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”), Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and initially prior to the application of the proceeds of this offering, Sabine Pass LNG-LP, LLC (“SPL Member”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined herein) that executes an additional guarantee in accordance with the terms of the Indenture, Argo Group International Holdingsand their respective successors and assigns (collectively, Ltd.the “Guarantors”), a company organized under the laws of Bermuda pursuant to such guarantees (the “GuarantorGuarantees”), has agreed . The Notes and the Guarantees attached thereto are herein collectively referred to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”) to each holder . The holders of the Notes and Securities will be entitled to the Trustee all payment obligations benefits of a registration rights agreement, dated as of the Company under Closing Date (the Indenture. The “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantor have prepared and filed Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (registering the “Base Prospectus”), to be used in connection with exchange of registered securities for the public offering and sale of debt securities, including the Securities, and other securities Securities or resale of the Company Securities under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), and the offering thereof from time ) with terms substantially identical to time in accordance with Rule 415 under the Securities Act(the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to as the “Exchange Securities”). Such registration statementA preliminary offering memorandum, dated September 6, 2018, including the financial statements, exhibits and schedules thereto, in documents incorporated by reference therein (the form in which it became effective under “Preliminary Offering Memorandum”) relating to the Securities Act, including any required informationto

Introductory. Argo Group USPursuant to the terms of a Note Purchase Agreement, Inc.dated October 17, 2001, among InSight Health Services Acquisition Corp., a Delaware corporation, InSight Health Services Corp., a Delaware corporation (the “"Company”"), proposes to issue InSight Health Services Holdings Corp., a Delaware corporation ("Holdings"), the Subsidiary Guarantors (as defined herein), Banc of America Bridge LLC and sell to the several underwriters named in Schedule A Banc of America Securities LLC, (the “Underwriters”"Note Purchase Agreement"), acting severally and not jointly, the respective amounts set forth in such Schedule A Company is issuing to Banc of America Securities LLC (the "Initial Purchaser") [(i)] $125,000,000 200,000,000 aggregate principal amount of the Company’s 6.500's [__]% Senior Subordinated Notes due 2042 Due 201[_] (together with any the "[Exchange] Notes") in exchange for $200,000,000 principal amount of the Company’s 6.500's 12-1/8% Senior Subordinated Notes due 2042 that are offered 2011 (the "Existing Notes") [and (ii) an additional $[_______] aggregate principal amount of the Company's [__]% Senior Subordinated Notes due 201[_] pursuant to Section 10(a)(iv) of the option described in Section 2(a) belowNote Purchase Agreement (the "Additional Notes" and, together with the Exchange Notes, the “Notes”"Notes)](2). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25[________], 2012 200[_] (the “Base "Indenture”"), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationState Street Bank and Trust Company N.A., as trustee (the “"Trustee”"). Certain Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the Closing Date (as defined in Section 2), to be entered into in connection with the issuance of the Securities (the "DTC Letter of Representations") among the Company, the Trustee and the Depositary. The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) Holdings, (ii) each of the Company's directly and indirectly wholly-owned subsidiaries listed in Schedule A attached hereto, and (iii) any wholly-owned or other subsidiary of the Company formed or acquired after ----------------------------------- (2) Include only if Additional Notes are to be issued. the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, the "Guarantors," and the subsidiaries referred to in (ii) and (iii) above, the "Subsidiary Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities," and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The holders of the Notes will be established entitled to the benefits of a remarketed notes registration rights agreement, to be dated as of the Closing Date (the "Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchaser, substantially in the form of Exhibit E attached to the Note Purchase Agreement, pursuant to a supplemental indenture (which the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Guarantors agree to file, within 120 days of the Closing Date, a registration statement with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (registering the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company Exchange Securities under the Securities Act of 1933, as amendedamended (the "Securities Act," which term, and as used herein, includes the rules and regulations of the Commission promulgated thereunder (collectively, thereunder). The Company understands that the “Securities Act”), and the Initial Purchaser proposes to make an offering thereof from time to time in accordance with Rule 415 under of the Securities Act. Such registration statement, including on the financial statements, exhibits terms and schedules thereto, in the form manner set forth herein and in which it became effective the Offering Memorandum (as defined below) and agrees that the Initial Purchaser may sell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including any required informationthe exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Introductory. Argo Group US, CONSOL Energy Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 1,600,000,000 aggregate principal amount of the Company’s 6.5005.875% Senior Notes due 2042 2022 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Securities LLC (“▇.▇. ▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, Credit Suisse Securities (USA) LLC (“▇▇▇▇▇ FargoCredit Suisse”) have agreed to act as representatives of the several Underwriters Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and DTC. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premium, if any, and interest on the Notes will be established pursuant to a supplemental indenture fully and unconditionally guaranteed (the “Supplemental IndentureGuarantees”) to on a senior unsecured basis, jointly and severally by (i) the Base Indenture entities listed on the signature pages hereof as “Guarantors” (together the “Current Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”). Pursuant The Notes and the Guarantees are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”) ; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to each holder as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Notes Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the Trustee conditions set forth herein, all payment obligations or a portion of the Company under Securities to purchasers (the Indenture“Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 7, 2014 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 10, 2014 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance memorandum dated the date hereof (the “Final Offering Memorandum”). The Company hereby confirms its agreements with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationInitial Purchasers as follows:

Introductory. Argo Group US, Inc.Oshkosh Corporation, a Delaware Wisconsin corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 250,000,000 aggregate principal amount of the Company’s 6.5005.375% Senior Notes due 2042 2025 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25March 2, 2012 2015 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated as of February 22, 2010 (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of March 2, 2015 (the “Supplemental IndentureRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Base Indenture Notes (together the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” in accordance with the Base terms of the Indenture and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as hereinafter defined) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). Pursuant The Notes and the Guarantees related thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”) ; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to each holder as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Notes Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the Trustee conditions set forth herein, all payment obligations or a portion of the Company under Securities to purchasers (the Indenture“Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated February 17, 2015 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated February 17, 2015 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group USDream Finders Homes, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 300,000,000 aggregate principal amount of the Company’s 6.5008.250% Senior Notes due 2042 2028 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below). The Company intends to use the net proceeds from the Securities offered hereby to repay a portion of outstanding indebtedness under its senior unsecured credit facility, dated January 25, 2021, among the Company, Bank of America, N.A., as administrative agent, and the other agents and lenders party thereto (as amended by the First Amendment and Commitment Increase Agreement to the Credit Agreement, dated September 8, 2021, the Joinder, Commitment Increase, and Reallocation Agreement to the Credit Agreement, dated September 29, 2021, as amended and restated on June 2, 2022, as amended by the second amendment and third amendment, dated July 19, 2023 and as the same may be further amended, restated, amended and restated from time to time, the “Credit Agreement”) and for general corporate purposes. The Securities will be issued pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between the Company, the Guarantor Closing Date (as defined below) (the “Indenture”), by and ▇▇▇▇▇ Fargo Bankamong the Company, the guarantors party thereto from time to time and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket letter of representations to be dated on or before the Closing Date (including the applicable Rule 144A and Regulation S riders thereto) (the “DTC Letter of Representations”), between the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be established pursuant to fully and unconditionally guaranteed on the Closing Date on a senior unsecured basis and in the respective forms contemplated by the Indenture (the “Guarantees”), jointly and severally, by (i) each of the Company’s direct and indirect subsidiaries that is a borrower or guarantor under the Credit Agreement as of the date of this Agreement (such subsidiaries collectively, each of which is listed on Schedule B hereto, the “Guarantors”) and (ii) any other subsidiary of the Company that executes a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together in accordance with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws terms of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company Notes and the Guarantor have prepared Guarantees are herein collectively referred to as the “Securities.” For purposes of this Agreement, (A) the term “Transactions” refers collectively to the (i) issuance and filed sale of the Securities pursuant to the terms of this Agreement and the Indenture and the use of proceeds thereof as described in the Pricing Disclosure Package (as defined below), (ii) execution of this Agreement, and the Indenture, and (iii) payment of all related fees and expenses in connection with the foregoing and (B) the term “Transaction Documents” refers to this Agreement, the Indenture and the Securities. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated August 7, 2023 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a pricing supplement, dated August 8, 2023 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group USPuget Energy, Inc., a Delaware Washington corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Mizuho Securities USA Inc, and the several underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 400 million aggregate principal amount of the Company’s 6.5003.650% Senior Secured Notes due 2042 May 2025 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesSecurities”). Barclays Capital Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo SecuritiesMizuho Securities USA Inc, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representatives of the several Underwriters Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture, dated as of December 6, 2010, as supplemented by a Fourth Supplemental Indenture, to be dated as of September 25May 12, 2012 2015 (together, the “Base Indenture”), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Certain terms of the Notes Securities will be established pursuant to a supplemental indenture issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureDepositary”). Pursuant The holders of the Securities will be entitled to the Indenturebenefits of a registration rights agreement, Argo Group International Holdingsto be dated as of May 12, Ltd., a company organized under the laws of Bermuda 2015 (the “GuarantorRegistration Rights Agreement”), has agreed among the Company and the Initial Purchasers, pursuant to fully and unconditionally guarantee which the Company may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Guarantee” and, together with the Notes, the “Exchange Securities”) to each holder be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Notes and Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest in (i) substantially all payment obligations of the tangible and intangible assets of the Company under other than real property, subject to certain agreed upon exceptions and, if material, disclosed in the Indenture. The Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below) (the “Security Agreement Collateral”), pursuant to an Amended and Restated Borrower Security Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, between the Company and the Guarantor have prepared and filed with the Securities and Exchange Commission Collateral Agent (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities ActSecurity Agreement”), and (ii) all of the offering thereof equity interests in the Company (the “Pledge Agreement Collateral”; and together with the Security Agreement Collateral, the “Collateral”) pursuant to an Amended and Restated Pledge Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012 (the “Pledge Agreement”), between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be shared equally and ratably with the Company’s other secured obligations pursuant to an Amended and Restated Collateral Agency Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, among the Company, Puget Equico, the Collateral Agent and certain other parties from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules party thereto (as supplemented by a Joinder Agreement thereto, dated as of December 6, 2010 (the “Joinder Agreement”), the “Collateral Agency Agreement”; and together with the Pledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the form in which it became effective under Collateral, the Securities Act, including any required information“Collateral Documents”).

Introductory. Argo Group US, Inc.Teleflex Incorporated, a Delaware corporation (the “Company”), proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the other several underwriters Underwriters named in Schedule A hereto (such Underwriters, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.500its 4.625% Senior Notes due 2042 2027 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25May 16, 2012 2016 (the “Base Indenture”), ) between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms , as supplemented by the Fourth Supplemental Indenture to be dated as of November 20, 2017, among the Notes will be established pursuant to a supplemental indenture Company, the Guarantors (as defined below) and the Trustee (the “Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued only in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of among the Company under and the IndentureDepositary. The Company and the Guarantor have prepared and filed Guarantors, in accordance with the Securities requirements of Conduct Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and Exchange Commission subject to the terms and conditions stated herein, also hereby confirm the engagement of the services of Guggenheim Securities, LLC (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base ProspectusIndependent Underwriter”), to be used as a “qualified independent underwriter” within the meaning of Section (f)(12) of Rule 5121 in connection with the public offering and sale of debt securities, including the Securities, and other securities the Independent Underwriter hereby confirms its engagement to render such services. The payment of the Company under the Securities Act of 1933principal of, as amendedpremium, if any, and interest on the rules Notes will be fully and regulations promulgated thereunder unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Securities ActGuarantors”), ) and (ii) any subsidiary of the offering thereof from time to time Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with Rule 415 under the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities.” This Agreement, the Securities Act. Such registration statement, including and the financial statements, exhibits and schedules thereto, in Indenture are collectively referred to herein as the form in which it became effective under the Securities Act, including any required information“Transaction Documents.”

Introductory. Argo Group US, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 600,000,000 aggregate principal amount of the Company’s 6.500Issuers’ 6.000% Senior Notes due 2042 2027 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) Co. LLC and ▇▇▇▇▇ Fargo Securities, Mizuho Securities USA LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representatives of the several Underwriters Initial Purchasers (in such capacitycollectively, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25March 14, 2012 2019 (the “Base Indenture”), between among the CompanyIssuers, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of March 14, 2019 (the “Supplemental IndentureRegistration Rights Agreement”), among the Issuers, the Guarantors and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Base Indenture Notes (together the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). Pursuant The Notes and the Guarantees related thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (as the “GuarantorSecurities”), has agreed ; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to fully and unconditionally guarantee (as the “GuaranteeExchange Securities.” andThis Agreement, together with the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees and the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “SecuritiesTransactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) to each holder on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes and Securities are made is referred to as the Trustee all payment obligations “Time of the Company under the IndentureSale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amendedamended (the “Securities Act,” which term, and as used herein, includes the rules and regulations of the Commission promulgated thereunder thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (collectivelyincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 11, 2019 (the “Securities ActPreliminary Offering Memorandum”), and the offering thereof from time have prepared and delivered to time in accordance with Rule 415 under the Securities Act. Such registration statementeach Initial Purchaser copies of a Pricing Supplement, including the financial statementsdated March 11, exhibits and schedules thereto2019, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in which it became effective under connection with its solicitation of offers to purchase the Securities ActSecurities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, including any required informationthe Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Argo Group US, Inc.Banc of America Funding Corporation, a Delaware corporation (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") approximately $883,792,950 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts Initial Class Certificate Balances or Initial Notional Amounts set forth in such Schedule A I (subject to an upward or downward variance, not to exceed 5%, of $125,000,000 the precise Initial Class Certificate Balances or Initial Notional Amounts). The Offered Certificates, together with the Class ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇-▇-▇, ▇▇ and P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated April 30, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal amount balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the Company’s 6.500% Senior Notes due 2042 (together with any assets of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) belowTrust Estate as multiple separate real estate mortgage investment conduits (each, the “Notes”a "REMIC"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed The Certificates are to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of September 25April 30, 2012 2007 (the “Base Indenture”"Pooling and Servicing Agreement"), between among the Company, as depositor, U.S. Bank National Association, as trustee (the Guarantor "Trustee"), Washington Mutual Mortgage Securities Corp., as a master servicer (as defined belowthe "WMMSC Master Servicer") and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee a master servicer (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” "WF Master Servicer" and, together with the NotesWMMSC Master Servicer, the “Securities”"Master Servicers") to each holder of and as securities administrator (the Notes and to the Trustee all payment obligations of the Company under the Indenture"Securities Administrator"). The Company Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”)purchase agreement, to be used in connection with the public offering dated April 30, 2007, by and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933between BAS, as amendedpurchaser, and the rules and regulations promulgated thereunder Company (collectively, the “Securities Act”), and "Purchase Agreement") are collectively referred to herein as the offering thereof from time to time in accordance with Rule 415 under "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, meanings assigned thereto in the form in which it became effective under the Securities Act, including any required informationPooling and Servicing Agreement.

Introductory. Argo Group US, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 800,000,000 aggregate principal amount of the Company’s 6.500Issuers’ 6.250% Senior Notes due 2042 2021 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Credit Suisse Securities (“▇▇▇▇▇▇▇ ▇▇▇▇▇”USA) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25April 7, 2012 2016 (the “Base Indenture”), between among the CompanyIssuers, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of April 7, 2016 (the “Supplemental IndentureRegistration Rights Agreement”) to ), among the Base Indenture (together with the Base IndentureIssuers, the “Indenture”). Pursuant to the IndentureGuarantors, Argo Group International ETP Retail Holdings, Ltd.LLC, a limited liability company organized under the laws of Bermuda the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “GuarantorExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), has agreed pursuant to fully and unconditionally guarantee their guarantees (the “Guarantees”). ETP Retail will enter into a Guarantee of Collection with the Issuers providing for a limited contingent guarantee of the Issuers’ and Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” andThis Agreement, together with the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees, the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “SecuritiesTransactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) to each holder on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes and Securities are made is referred to as the Trustee all payment obligations “Time of the Company under the IndentureSale”). The Company Securities and the Guarantor have prepared ETP Retail Contingent Guarantee are to be offered and filed sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 4, 2016 (the “Preliminary Offering Memorandum”), and the offering thereof from time have prepared and delivered to time in accordance with Rule 415 under the Securities Act. Such registration statementeach Initial Purchaser copies of a Pricing Supplement, including the financial statementsdated April 4, exhibits and schedules thereto2016, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in which it became effective under connection with its solicitation of offers to purchase the Securities ActSecurities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, including any required informationthe Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Argo Group USRemington Arms Company, Inc., a Delaware corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate "Purchasers") U.S.$200,000,000 principal amount of the Company’s 6.500its 10-1/2% Senior Notes due 2042 2011 (together with any the "Notes"), to be issued under an indenture, to be dated as of the Closing Date (as defined below) (the "Indenture"), among the Company’s 6.500% Senior Notes due 2042 that are offered , the Guarantors (as defined below) party hereto and U.S. Bank National Association, as Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the option described in Section 2(a) below, United States Securities Act of 1933 (the “Notes”"Securities Act"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives The holders of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Offered Securities (as defined below) will be issued pursuant entitled to an indenture, the benefits of a Registration Rights Agreement to be dated as of September 25, 2012 (the “Base Indenture”), between Closing Date among the Company, the Guarantor Guarantors and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Issuers (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant agree to use their reasonable best efforts to file a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed registration statement with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (registering the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities resale of the Company under the Offered Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits The Notes will be guaranteed by all existing domestic Subsidiaries and schedules thereto, by all Subsidiaries that in the form future guarantee certain other indebtedness of the Company, if any (as defined in the Indenture), each of which it became effective under will become a guarantor in accordance with the Securities Actterms of the Indenture (collectively, including any required informationthe "Guarantors") and will unconditionally guarantee the Notes (the "Guarantees") subject in each case to release in accordance with the terms of the Indenture. The Notes and Guarantees are referred to collectively as the "Offered Securities." The Company and the Guarantors to be party to the Indenture on the Closing Date are referred to collectively as the "Issuers." The Company and the Guarantors hereby agree with the several Purchasers as follows:

Introductory. Argo Group US, Inc.InSight Health Services Corp., a Delaware corporation (“the “Company”), proposes to issue and sell to the several underwriters named in Schedule A Banc of America Securities LLC (the “UnderwritersInitial Purchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 25,000,000 aggregate principal amount of the Company’s 6.5009 7/8% Senior Subordinated Notes due 2042 Due 2011 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an that certain indenture, to be dated as of September 25October 30, 2012 (the “Base Indenture”)2001, between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank Trust National AssociationAssociation (successor to State Street Bank and Trust Company N.A.), as trustee (the “Trustee”). Certain terms of ) as supplemented through the Notes will be established date hereof (the “Existing Indenture”) and as further supplemented pursuant to a that certain supplemental indenture to be dated as of March 8, 2004 (the “Supplemental Indenture”) to the Base Indenture (” and together with the Base Existing Indenture, the “Indenture”) among the Company, the Guarantors and the Trustee. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) in accordance with a letter of representations, to be dated as of the Closing Date (as defined in Section 2), to be entered into in connection with the issuance of the Securities (the “DTC Letter of Representations”) between the Company and the Depositary. Pursuant to The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) InSight Health Services Holdings Corp. (“Holdings”), (ii) each of the Company’s directly and indirectly wholly-owned subsidiaries listed in Schedule B attached hereto, and (iii) any wholly-owned or other subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, Argo Group International Holdingsand respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, Ltd.the “Guarantors,” and the subsidiaries referred to in (ii) and (iii) above, a company organized under the laws of Bermuda “Subsidiary Guarantors”), pursuant to their guarantees (the “GuarantorGuarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), has agreed to fully and unconditionally guarantee (among the “Guarantee” and, together with the NotesCompany, the “Securities”) Guarantors and the Initial Purchaser pursuant to each holder of which the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Guarantors agree to file, within 240 days of the Closing Date, a registration statement with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (registering the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company Exchange Securities under the Securities Act of 1933, as amendedamended (the “Securities Act,” which term, and as used herein, includes the rules and regulations of the Commission promulgated thereunder (collectivelythereunder). Concurrent with the offering, the Company is entering into a third amendment, waiver and consent to its Existing Credit Agreement (defined below) (the “Securities ActBank Amendment”), and to facilitate the financing of the proposed acquisition (the “CMI Acquisition”) by the Company of 22 diagnostic imaging centers as described in the Offering Memorandum (as defined below). The Company understands that the Initial Purchaser proposes to make an offering thereof from time to time in accordance with Rule 415 under of the Securities Act. Such registration statement, including on the financial statements, exhibits terms and schedules thereto, in the form manner set forth herein and in which it became effective the Offering Memorandum (as defined below) and agrees that the Initial Purchaser may sell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to the Initial Purchaser copies of a preliminary offering memorandum, dated February 25, 2004 (the “Preliminary Offering Memorandum,” it being understood that no financial statements of the business to be acquired in the CMI Acquisition have been included in the Preliminary Offering Memorandum), and has prepared and will deliver to the Initial Purchaser, copies of the Offering Memorandum (defined below), describing the terms of the Securities, each for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any required informationdate or time referred to in this Agreement, the offering memorandum, dated February 26, 2004 including amendments or supplements thereto, any exhibits thereto and the Incorporated Documents (as defined in Section 1 below), in the most recent form that has been prepared and delivered by the Company to the Initial Purchaser in connection with its solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities. All references in this Agreement to financial statements 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; all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) which is incorporated or deemed to be incorporated by reference in the Offering Memorandum; and all references in this Agreement to the Transaction Documents shall be deemed to mean and include this Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities and the DTC Letter of Representations. References herein to “Subsidiaries” shall mean each corporation, partnership, limited liability company, joint venture or other entity in which (i) the Company owns, directly or indirectly, 50% or more of the outstanding voting securities or equity interests or (ii) the Company or any Subsidiary is the sole general partner or the sole managing member. Each of the Company and the Guarantors hereby confirms its respective agreement with the Initial Purchaser as follows:

Introductory. Argo Group US, Inc.AdvancePCS, a Delaware corporation (the “"Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “Underwriters”"Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of a $125,000,000 200,000,000 aggregate principal amount of the Company’s 6.500's 8 1/2% Senior Notes due 2042 2008 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”"Securities"). ▇▇▇▇▇▇▇ LynchBanc of America Securities LLC, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇”) and mit▇ ▇▇▇▇▇ Fargo orporated, Banc One Capital Markets, Inc., Chase Securities, LLC (“▇▇▇▇▇ Fargo”) Inc., CIBC World Markets Corp. and Scotia Capital "USA", Inc., have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) Initial Purchasers in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (as defined in Section 2) (the “Base "Indenture”"), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankU.S. Trust Company of Texas, National Association, N.A. as trustee (the “"Trustee”"). Certain Securities issued in book-entry form will be issued in the name of The Depository Trust Company (the "Depositary") or its nominee pursuant to a DTC Agreement, to be dated as of the Closing Date (the "DTC Agreement"), among the Company, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the "Registration Rights Agreement"), among the Company, the Guarantors party thereto and the Initial Purchasers, substantially in the form of Exhibit A attached hereto, pursuant to which the Company and the Guarantors will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below) under the Securities Act. The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Securities and the Exchange Securities will be fully and unconditionally guaranteed on a senior and unsecured basis, jointly and severally by (i) the Company's Subsidiaries listed in Schedule B herein, (the "Subsidiaries"), and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, and the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully respective successors and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder assigns of the Notes and to the Trustee all payment obligations subsidiaries of the Company under referred to in (i) and (ii) above (collectively, the Indenture"Guarantors"), pursuant to their guarantees (the "Guarantees"). The Securities and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Securities and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the Guarantor have prepared manner set forth herein and filed in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the offering thereof from time to time in accordance with Rule 415 Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act. Such Act or if an exemption from the registration statement, requirements of the Securities Act is available (including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationexemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).

Introductory. Argo Group US, ABB Finance (USA) Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A of $125,000,000 300,000,000 aggregate principal amount of the Company’s 6.5002.800% Senior Notes due 2042 2020 (together with any the “2020 Notes”), $450,000,000 aggregate principal amount of the Company’s 6.5003.375% Senior Notes due 2042 that are offered pursuant to 2023 (the option described in Section 2(a“2023 Notes”) belowand $750,000,000 aggregate principal amount of the Company’s 3.800% Notes due 2028 (the “2028 Notes” and, together with the 2020 Notes and the 2023 Notes, the “Notes”). Citigroup Global Markets Inc. (“Citigroup”), Credit Suisse Securities (USA) LLC (“Credit Suisse”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued as a series of debt securities pursuant to an indenture, to be dated as of September 25April 3, 2012 2018 (the “Base Indenture”), between by and among the Company, ABB Ltd, an entity organized under the Guarantor laws of Switzerland and indirect parent of the Company, as guarantor (as defined below) the “Guarantor”), and ▇▇▇▇▇ Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to under a supplemental indenture (the “Supplemental Indenture”) ), to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to a Blanket Issuer Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), between the Company and the Depositary. The payment obligations of the Company under the Notes will be fully and unconditionally guaranteed by the Guarantor pursuant to an instrument of guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and be issued pursuant to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information.

Introductory. Argo Group US, Inc.Encore Acquisition Company, a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston LLC (“CSFB”) as the several underwriters named in Schedule A sole initial purchaser (the “UnderwritersPurchaser”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate ) U.S.$300,000,000 principal amount of the Company’s 6.500its 6.0% Senior Subordinated Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated 2015 (“▇▇▇▇▇▇▇ ▇▇▇▇▇Offered Securities”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of September 25July 13, 2012 2005 (the “Base Indenture”), between among the Company, the Guarantor subsidiary guarantors named therein (as defined belowthe “Subsidiary Guarantors”) and ▇W▇▇▇▇ Fargo Bank, National Association, as trustee Trustee. The Offered Securities will be guaranteed (the “TrusteeSubsidiary Guarantees”)) by the Subsidiary Guarantors. Certain terms The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Notes Offered Securities will be established pursuant entitled to the benefits of a supplemental indenture Registration Rights Agreement among the Company, the Subsidiary Guarantors and the Purchaser (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “GuarantorRegistration Rights Agreement”), has agreed pursuant to fully and unconditionally guarantee (which the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Subsidiary Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957)registering, which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationnotes (the “Exchange Securities”) identical in all material respects to the Offered Securities to be offered in exchange for the Offered Securities. The Company will use the net proceeds of the Offered Securities to (A) to repay outstanding indebtedness under the Company’s U.S.$500,000,000 senior revolving credit facility (the “Senior Credit Facility”), (B) to redeem $150 million aggregate principal amount of the Company’s 8.375% Senior Subordinated Notes due 2012, notice of which shall be given at or prior to the Closing, (C) to pay transaction costs relating to the issue and sale of the Offered Securities and (D) for general corporate purposes. The Company hereby agrees with the Purchaser as follows:

Introductory. Argo Group USFerrellgas, Inc.L.P., a Delaware corporation limited partnership (the “Company”), proposes and Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.,” and together, with the Company, the “Issuers”), propose to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 325,000,000 aggregate principal amount of the Company’s 6.500Issuers’ 6.750% Senior Notes due 2042 2022 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesSecurities”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives representative (the “Representative”) of the several Underwriters (in such capacity, the “Representatives”) Initial Purchasers in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25November 4, 2012 2013 (the “Base Indenture”), between among the Company, the Guarantor (as defined below) Issuers and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes Securities will be established issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental blanket letter of representations and the riders thereto, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of November 4, 2013 (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. On October 21, 2013, the Company commenced an offer (the “Tender Offer”) to purchase for cash any and all of the Issuers’ outstanding 9.125% Senior Notes due 2017 (the “Outstanding Notes”) and solicit consents to certain proposed amendments to the indenture governing the Outstanding Notes (the “Supplemental Indenture”) and entered into a dealer manager and solicitation agent agreement (the “Dealer Manager Agreement”) with ▇▇▇▇▇▇▇ ▇▇▇▇▇, as the exclusive dealer manager and solicitation agent in connection with the Tender Offer. The Issuers intend to use the net proceeds from the offering of the Securities, together with cash on hand, to pay the consideration, and related costs and expenses, for any Outstanding Notes to be purchased pursuant to the Base Indenture Tender Offer. The closing of the offering of the Securities is not contingent on the consummation of the Tender Offer or the purchase of any Outstanding Notes in connection therewith. The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (together with as defined below) and agree that the Base IndentureInitial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “IndentureSubsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). Pursuant The Securities are to be offered and sold to or through the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 21, 2013 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 21, 2013 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering thereof from time memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to time in accordance with Rule 415 the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act. Such registration statement,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the financial statementsPreliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), exhibits and schedules thereto, all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the form in which it became effective under Final Offering Memorandum. The Issuers hereby confirm their agreements with the Securities Act, including any required informationInitial Purchasers as follows:

Introductory. Argo Group US, Inc.Lear Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierceproposes, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ect to the terms and conditions stated herein, to issue and sell the several initial purchasers named in Schedule A hereto (“▇▇▇▇▇▇▇ ▇▇▇▇▇”the "PURCHASERS") U.S. $515,000,000 principal amount at maturity of its Zero-Coupon Convertible Senior Notes due 2022 (the "FIRM SECURITIES") and ▇▇▇▇▇ Fargo Securitiesalso proposes to grant to the Purchasers an option, LLC exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional U.S. $125,000,000 principal amount at maturity (“▇▇▇▇▇ Fargo”"OPTIONAL SECURITIES") have agreed of its Zero-Coupon Convertible Senior Notes, each to act as representatives of be guaranteed on a joint and several basis by the several Underwriters Guarantors listed on Schedule B hereto (in such capacityeach a "GUARANTOR" and together, the “Representatives”"GUARANTORS") in connection with the offering and sale of the Notes. The Securities (as defined below) will each to be issued pursuant to under an indenture, to be dated as of September 25February 20, 2012 2002 (the “Base Indenture”"INDENTURE"), between among the Company, the Guarantor (as defined below) Guarantors and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York, as trustee Trustee. The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "OFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company, the Guarantors and the Purchasers (the “Trustee”"REGISTRATION RIGHTS AGREEMENT"). Certain terms , pursuant to which the Company and the Guarantors agree to file a registration statement with the Securities Exchange Commission (the "COMMISSION") registering the resale of the Notes will be established pursuant to a supplemental indenture (Offered Securities and the “Supplemental Indenture”) to the Base Indenture (together with the Base IndentureUnderlying Shares, the “Indenture”). Pursuant to the Indentureas hereinafter defined, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the IndentureSecurities Act. The Company and the Guarantor have prepared and filed Guarantors each hereby agrees with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, several Purchasers as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationfollows:

Introductory. Argo Group USPar Petroleum, Inc.LLC, a Delaware corporation limited liability company (the “CompanyPar Petroleum”), proposes and Par Petroleum Finance Corp. (“Finance Corp.” and, together with Par Petroleum, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ Sachs & ▇▇▇▇▇ Incorporated Co. LLC (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Initial Purchaser”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives $105,000,000 aggregate principal amount of the several Underwriters Issuers’ 12.875% Senior Secured Notes due 2026 (in such capacity, the “RepresentativesNotes”) in connection with the offering and sale of the Notes). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), between among the CompanyIssuers, Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankWilmington Trust, National Association, as trustee (the “Trustee”) and collateral trustee. The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), among the Issuers and the Depositary. Certain terms The payment of principal of, premium, if any, and interest on the Notes will be established fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Par Petroleum formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to a supplemental indenture their guarantees (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureGuarantees”). Pursuant The Notes and the Guarantees attached thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (as the “Guarantor”), has agreed to fully Securities.” The issuance and unconditionally guarantee (the “Guarantee” and, together with sale of the Notes, the issuance of the Guarantees, the entry by the Issuers and the Guarantors into the Security Documents (as defined below) and the payment of transaction costs are referred to herein collectively, as the “SecuritiesTransactions.” The Notes will be secured on a first priority basis, subject to Permitted Liens (as defined in the Indenture), by liens on substantially all of the property and assets of the Issuers and the Guarantors (other than Excluded Property (as defined in the Indenture)) (the “Collateral”), as more particularly described in the Pricing Disclosure Package and documented by a pledge and security agreement dated as of December 21, 2017 (as amended or supplemented, the “Security Agreement”), a collateral trust and intercreditor agreement dated as of December 21, 2017 (as amended or supplemented, the “Collateral Trust Agreement”) to each holder and mortgages, deeds of trust and other instruments evidencing or creating a security interest (collectively, with the Joinder Documents, the “Security Documents”) in favor of Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”), for its benefit, for the benefit of the present and future secured parties describe therein, and for the benefit of the Trustee and the holders of the Notes. The first-priority Liens on the Collateral securing the Notes and the Guarantees will be shared equally and ratably with obligations under the Pari Passu Lien Hedge Agreements (as defined in the Indenture), the Existing Secured Notes Indenture (as defined in the Indenture), the Term Loan B Facility (as defined in the Indenture) and any other Pari Passu Notes Lien Indebtedness (as defined in the Indenture). On the Closing Date, the Issuers will deliver to the Collateral Trustee (a) a joinder to the Collateral Trust Agreement substantially in the form of Exhibit A to the Collateral Trust Agreement, (b) an Officer’s Certificate describing in reasonable detail the respective Additional Secured Debt (as defined therein) and stating that the Issuers have incurred or intend to incur such obligations as Additional Secured Debt which is or will be permitted by the Collateral Trust Agreement and each other applicable Secured Debt Document (as defined therein) to be incurred and secured by a lien equally and ratably with all payment obligations previously existing and future Secured Debt (as defined therein), (c) a written notice specifying the name and address of the Company Secured Representative (as defined therein) for such series of Additional Secured Debt for purposes of the Collateral Trust Agreement, and (d) any other documentation necessary under Section 3.8 of the Collateral Trust Agreement for the Notes to constitute Additional Secured Debt for purposes of the Collateral Trust Agreement. The items referred to in this paragraph are collectively referred to herein as the “Joinder Documents”. The liens on the Collateral securing the Securities will be subject to that certain Collateral Rights Agreement, dated as of December 21, 2017 (the “ABL Collateral Rights Agreement”), by and between the Collateral Trustee and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”) under the IndentureABL Facility (as defined below), and acknowledged by the Issuers and the Guarantors and that certain Amended and Restated Acknowledgment Agreement, dated as of January 11, 2019 (the “Intermediation Acknowledgment Agreement”), by and among ▇. ▇▇▇▇ & Company LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodities, Inc., the ABL Agent and the Collateral Trustee. This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities, the Security Documents (including the Joinder Documents) and the Indenture are referred to herein as the “Transaction Documents.” The Issuers understand that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchaser without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Issuers have prepared and delivered to the Initial Purchaser copies of a preliminary offering memorandum, dated May 27, 2020 (the “Preliminary Offering Memorandum”), and have prepared and delivered to the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statementInitial Purchaser copies of a Pricing Supplement, including the financial statementsdated May 27, exhibits and schedules thereto2020, in the form attached hereto as Schedule A (the “Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchaser in which it became effective under connection with its solicitation of offers to purchase the Securities ActSecurities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, including any required informationthe Issuers will prepare and deliver to the Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Argo Group US, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $800,000,000 aggregate principal amount of the Issuers’ 6.375% Senior Notes due 2023 (the “Notes”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25April 1, 2012 2015 (the “Base Indenture”), between among the CompanyIssuers, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of April 1, 2015 (the “Supplemental IndentureRegistration Rights Agreement”) to ), among the Base Indenture (together with the Base IndentureIssuers, the “Indenture”). Pursuant to the IndentureGuarantors, Argo Group International ETP Retail Holdings, Ltd.LLC, a limited liability company organized under the laws of Bermuda the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “GuarantorExchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers, the Guarantors and ETP Retail are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), has agreed pursuant to fully and unconditionally guarantee their guarantees (the “Guarantees”). In connection with the Acquisition (as defined below), ETP Retail, will enter into a Guarantee of Collection with Sunoco providing for a limited contingent guarantee of the Issuers’ and Guarantors’ obligation to pay the principal on the Notes (the “ETP Retail Contingent Guarantee”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” andSunoco has entered into that certain Contribution Agreement (the “Contribution Agreement”), together with dated as of March 23, 2015, among ETP Retail, Energy Transfer Partners, L.P., a Delaware limited partnership and the sole member of ETP Retail (“ETP”), and Sunoco, LLC, a Delaware limited liability company (“SLLC”), pursuant to which Sunoco will acquire from ETP Retail a 31.58% limited liability company interest in SLLC (the “Acquisition”). The Contribution Agreement, this Agreement, the Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the repayment of certain borrowings under the credit agreement among Sunoco, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, dated September 25, 2014 (together with any amendment thereto, the “SecuritiesRevolving Credit Facility”) as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to each holder herein collectively as the “Transactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Notes Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the Trustee conditions set forth herein, all payment obligations or a portion of the Company under Securities to purchasers (the Indenture“Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities and the Guarantor have prepared ETP Retail Contingent Guarantee are to be offered and filed sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 23, 2015 (the “Preliminary Offering Memorandum”), and the offering thereof from time have prepared and delivered to time in accordance with Rule 415 under the Securities Act. Such registration statementeach Initial Purchaser copies of a Pricing Supplement, including the financial statementsdated March 27, exhibits and schedules thereto2015, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in which it became effective connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including any required informationthe Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. Sunoco GP LLC, a Delaware limited liability company (the “General Partner”), is the sole general partner of Sunoco and a wholly owned subsidiary of ETP. The subsidiaries of Sunoco listed on Schedule B hereto are collectively referred to herein as the “Subsidiaries.” The General Partner, the Guarantors and the Issuers are collectively referred to herein as the “Partnership Parties.” Each Partnership Party hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. Argo Group USDiamondback Energy, Inc., a Delaware corporation (the “Company”), proposes agrees with ▇.▇. ▇▇▇▇▇▇ (the “Purchaser”), subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 Purchaser U.S.$500,000,000 aggregate principal amount of the Company’s 6.500its 4.750% Senior Notes due 2042 2024 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture, indenture to be dated as of September 25October 28, 2012 2016 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankFargo, National AssociationN.A., as trustee (the “Trustee”). Certain terms of the The Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by each holder subsidiary listed on Schedule B attached hereto (the “Guarantors”). The holders of the Notes and Offered Securities will be entitled to the Trustee all payment obligations benefits of a registration rights agreement to be dated as of the Company under Closing Date among the Indenture. The Company, the Guarantors and the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantor have prepared and filed Guarantors will agree to file with the United States Securities and Exchange Commission (the “Commission”) (i) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base ProspectusExchange Offer Registration Statement”), ) under the Securities Act relating to be used in connection with the public offering and sale another series of debt securities, including the Securities, and other securities of the Company and the guarantee of the Guarantors under the Securities Act of 1933Indenture, as amended, each respectively with terms substantially identical to the Notes (the “Exchange Notes”) and the rules and regulations promulgated thereunder Guarantee (collectively, the “Exchange Guarantee”) to be offered in exchange for the Offered Securities Act(the “Exchange Offer”), and (ii) to the offering thereof from time extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to time in accordance with Rule 415 under of the Securities ActAct relating to the resale of the Offered Securities. Such registration statement, including The Exchange Notes and the financial statements, exhibits Exchange Guarantee are herein collectively referred to as the “Exchange Securities.” Each of the Company and schedules thereto, in the form in which it became effective under Guarantors hereby jointly and severally agrees with the Securities Act, including any required informationPurchaser as follows:

Introductory. Argo Group US▇▇▇▇ True Temper, Inc., a Delaware corporation (the “"Company”"), proposes to issue and sell to the several underwriters initial Purchasers named in Schedule A (the “Underwriters”"Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 150,000,000 aggregate principal amount of the Company’s 6.500's 10% Senior Subordinated Notes due 2042 2012 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “"Notes”"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) Banc of America Securities LLC and ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) Initial Purchasers in connection with the offering and sale sales of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25June 28, 2012 2004 (the “Base "Indenture”"), between the Company, the Guarantor (as defined below) and The Bank of New York, as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, to be dated as of the Closing Date (as defined in Section 2) (the "DTC Agreement"), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of June 28, 2004 (the "Registration Rights Agreement"), among the Company, the Guarantor and the Initial Purchasers, substantially in the form of Exhibit B hereto, pursuant to which the Company and the Guarantor will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (as defined below (under the Securities Act of 1933, as amended (the "Securities Act", which term, as used herein, includes the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder). Pursuant to the Registration Rights Agreement, each of the Company and the Guarantor will agree to file with the Commission, under the circumstances set forth therein, a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis by ATT Holding Co., a Delaware corporation, the direct parent corporation of the Company and its respective successors and assigns (the "Guarantor"), pursuant to its guarantee (the "Guarantee"). The Notes and the Guarantee attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". As more fully described in the Offering Memorandum (as defined below), on June 1, 2004, the Guarantor, the shareholders of the Guarantor, the warrantholders of the Guarantor, Wind Point Investors V, L.P., CHATT Holdings LLC and CHATT Holdings Inc. ("CHATT"), a newly formed holding company owned by affiliates of ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇, National AssociationInc. ("▇▇▇▇▇▇ ▇▇▇▇▇▇"), as trustee (the “Trustee”). Certain terms of the Notes will be established entered into a stock purchase agreement, pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), which CHATT has agreed to fully acquire all of the outstanding capital stock of the Guarantor for a purchase price of $380.0 million (excluding fees and unconditionally guarantee expenses), subject to a working capital and other certain adjustments (the “Guarantee” and"Acquisition"). Immediately following the Acquisition, together with the Guarantor's capital stock will be at least 87% owned by CHATT, and the remainder will be owned by existing members of the Company's management ("Management Buyers") who have elected to invest or reinvest in the Guarantor's capital stock. In order to finance the Acquisition and to repay $69.1 million of the Company's existing debt and fees and expenses related to the transaction described herein, the Company will (i) enter into a new $215 million senior secured credit facility (the "New Credit Facility") consisting of a $75 million revolving credit facility and a $140 million term loan; (ii) issue the Notes, ; and (iii) receive a $109.0 million capital contribution from CHATT and the “Securities”Management Buyers. These transactions (but not including the offering of Securities contemplated by this Agreement and the Offering Memorandum) are collectively referred to each holder of herein as the Notes "Transactions" and the related documents are referred to herein as the Trustee all payment obligations of the Company under the Indenture"Transaction Documents". The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the Guarantor have prepared manner set forth herein and filed in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including any required informationthe exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).

Introductory. Argo Group USCoinstar, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of the Company’s 6.000% Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of September 25March 12, 2012 2013 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Certain Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of March 12, 2013 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company and the Guarantors, as applicable, with terms substantially identical to the Exchange Securities (as defined below) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be established pursuant to fully and unconditionally guaranteed on a supplemental indenture senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Supplemental Indenture”Guarantors” and (ii) to any subsidiary of the Base Indenture (together Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base Indenture, the “Indenture”). Pursuant to terms of the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes their respective successors and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder assigns (collectively, the “Securities ActGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the offering thereof from time Guarantees attached thereto are herein collectively referred to time as the “Securities”; and the notes to be offered in accordance with Rule 415 under exchange for the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, Notes in the form in which it became effective under Exchange Offer (the “Exchange Notes”) and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities Act, including any required informationand the Indenture are referred to herein as the “Transaction Documents.”

Introductory. Argo Group USPuget Energy, Inc., a Delaware Washington corporation (the “Company”), proposes to issue and sell to the Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇ Fargo Securities, LLC, and other several underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 600,000,000 aggregate principal amount of the Company’s 6.5005.725% Senior Secured Notes due 2042 March 15, 2035 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesSecurities”). Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇▇ LynchSecurities LLC, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representatives of the several Underwriters Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture, dated as of December 6, 2010 (the “Original Indenture”), as previously supplemented and as to be supplemented by an Eighth Supplemental Indenture, to be dated as of September 25March 13, 2012 2025 (the “Base Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), each between the Company and Computershare Trust Company, the Guarantor (National Association, as defined below) and successor trustee to ▇▇▇▇▇ Fargo Bank, National Association, as trustee Association (the “Trustee”). Certain terms of the Notes The Securities will be established pursuant to a supplemental indenture issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureDepositary”). Pursuant The holders of the Securities will be entitled to the Indenturebenefits of a registration rights agreement, Argo Group International Holdingsto be dated as of March 13, Ltd., a company organized under the laws of Bermuda 2025 (the “GuarantorRegistration Rights Agreement”), has agreed among the Company and the Initial Purchasers, pursuant to fully and unconditionally guarantee which the Company may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to a series of debt securities of the Company with terms substantially identical to the Securities (the “Guarantee” and, together with the Notes, the “Exchange Securities”) to each holder be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Notes and Securities Act relating to the resale by certain holders of the Securities, and, in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Company is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The Company has agreed to secure the Securities by granting to JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”), as successor to Barclays Bank PLC, for the benefit of the Trustee on behalf of the holders of the Securities, a first priority security interest in (i) substantially all payment obligations of the tangible and intangible assets of the Company under other than real property, subject to certain agreed upon exceptions and, if material, disclosed in the Indenture. The Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below) (the “Security Agreement Collateral”), pursuant to an Amended and Restated Borrower Security Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012, between the Company and the Guarantor have prepared and filed with the Securities and Exchange Commission Collateral Agent (the “CommissionSecurity Agreement”) a registration statement on Form S-3 and (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus ii) all of the equity interests in the Company (the “Base ProspectusPledge Agreement Collateral,” and together with the Security Agreement Collateral, the “Collateral”) pursuant to an Amended and Restated Pledge Agreement, dated as of February 6, 2009, as amended and restated as of May 10, 2010, and as further amended as of February 10, 2012 (the “Pledge Agreement”), to between Puget Equico LLC (“Puget Equico”) and the Collateral Agent, which security interests shall be used in connection shared equally and ratably with the public offering Company’s other secured obligations pursuant to an Amended and sale Restated Collateral Agency Agreement, dated as of debt securitiesFebruary 6, including the Securities2009, as amended and restated as of May 10, 2010, and other securities as further amended as of February 10, 2012, among the Company under the Securities Act of 1933Company, as amended, and the rules and regulations promulgated thereunder (collectivelyPuget Equico, the “Securities Act”), Collateral Agent and the offering thereof certain other parties from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules party thereto (as supplemented by a Joinder Agreement thereto, dated as of December 6, 2010 (the “Joinder Agreement”), the “Collateral Agency Agreement”; and together with the Pledge Agreement, the Security Agreement, the Joinder Agreement and all agreements, deeds of trust, instruments, documents, pledges or filings executed in connection with granting, or that otherwise evidence a lien, encumbrance or claim on the form in which it became effective under Collateral, the Securities Act“Collateral Documents”). This Agreement, including any required informationthe Securities, the Exchange Securities, the Indenture, the Registration Rights Agreement and the Collateral Documents are collectively referred to herein as the “Transaction Documents.”

Introductory. Argo Group US, Inc.Banc of America Funding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Banc of America Securities LLC (“BAS” or the several underwriters named “Underwriter”) approximately $15,156,088 aggregate Class Balance of its Mortgage Certificate-Backed Certificates identified in Schedule A I hereto (the “UnderwritersOffered Certificates”) having the Original Class Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Original Class Balances). The Offered Certificates, together with the Class A-R, Class A-2 and Class A-4 Certificates (the “Non-Offered Certificates”) are collectively referred to herein as the “Certificates” and evidence the entire ownership interest in the assets of a trust estate (the “Trust Estate”) consisting primarily of an approximate 12.02% Percentage Interest of Banc of America Funding 2006-D Trust, Class 5-A-2 Certificates (the “Mortgage Certificates”), acting severally as set forth on Schedule III hereto, which was previously issued by the Banc of America Funding 2006-D Trust, to be acquired by the Company pursuant to a mortgage certificate purchase agreement (the “Mortgage Certificate Purchase Agreement), dated February 27, 2009, by and not jointlybetween the Company, as purchaser, and BAS, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Cut-off Date”), the respective amounts Mortgage Certificates will have the certificate balance set forth in such Schedule A of $125,000,000 aggregate principal amount III. This Underwriting Agreement shall hereinafter be referred to as the “Agreement.” Elections will be made to treat certain of the Company’s 6.500% Senior Notes due 2042 (together with any assets of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) belowTrust Estate as multiple separate real estate mortgage investment conduits (each, the a “NotesREMIC”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed The Certificates are to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenturea trust agreement, to be dated as of September 25February 27, 2012 2009 (the “Base IndentureTrust Agreement”), by and between the Company, the Guarantor (as defined below) depositor, and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Certain terms of the Notes The Offered Certificates will be established pursuant issued in the denominations specified in Schedule I. The Trust Agreement, this Agreement, the Mortgage Certificate Purchase Agreement and the purchase agreement, to a supplemental indenture be dated February 27, 2009, by and between BAS, as purchaser, and the Company (the “Supplemental IndenturePurchase Agreement”) are collectively referred to the Base Indenture (together with the Base Indenture, herein as the “Indenture”). Pursuant to Basic Documents.” Capitalized terms used herein that are not otherwise defined herein have the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, meanings assigned thereto in the form in which it became effective under the Securities Act, including any required informationTrust Agreement.

Introductory. Argo Group USFerrellgas, Inc.L.P., a Delaware corporation limited partnership (the “Company”), proposes and Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.,” and together, with the Company, the “Issuers”), propose to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.500Issuers’ 6.50% Senior Notes due 2042 2021 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesSecurities”). ▇.▇. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, Securities LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives representative (the “Representative”) of the several Underwriters (in such capacity, the “Representatives”) Initial Purchasers in connection with the offering and sale of the NotesSecurities. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25November 24, 2012 2010 (the “Base Indenture”), between among the Company, the Guarantor (as defined below) Issuers and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes Securities will be established issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture blanket letter of representations and the riders thereto, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “Supplemental IndentureDTC Agreement”) ), among the Issuers, the Trustee and the Depositary. The holders of the Securities will be entitled to the Base Indenture (together with the Base Indenturebenefits of a registration rights agreement, the “Indenture”). Pursuant to the Indenturebe dated as of November 9, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda 2010 (the “GuarantorRegistration Rights Agreement”), has agreed among the Issuers and the Initial Purchasers, pursuant to fully and unconditionally guarantee which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement (the “Guarantee” and, together Exchange Offer Registration Statement”) under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes, Securities (the “Exchange Securities”) to each holder be offered in exchange for the Securities (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Notes and Securities Act relating to the Trustee all payment obligations resale by certain holders of the Securities, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. On November 9, 2010, the Company under commenced an offer (the Indenture“Tender Offer”) to purchase for cash any and all of the Issuers’ outstanding 6.75% Senior Notes due 2014 (the “Outstanding Notes”) and entered into a dealer manager agreement (the “Dealer Manager Agreement”) with ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC, as joint dealer managers in connection with the Tender Offer. The Company Issuers intend to use the net proceeds from the offering of the Securities, together with cash on hand, to pay the consideration, and related costs and expenses, for any Outstanding Notes to be purchased pursuant to the Guarantor have prepared Tender Offer. The closing of the offering of the Securities is not contingent on the consummation of the Tender Offer or the purchase of any Outstanding Notes in connection therewith. The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and filed in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 9, 2010 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated November 9, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering thereof from time memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to time in accordance with Rule 415 the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act. Such registration statement,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the financial statementsPreliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), exhibits and schedules thereto, all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the form in which it became effective under Final Offering Memorandum. The Issuers hereby confirm their agreements with the Securities Act, including any required informationInitial Purchasers as follows:

Introductory. Argo Group US, Inc.National Fuel Gas Company, a Delaware New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.5003.75% Senior Notes due 2042 2023 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ LynchSecurities LLC, PierceU.S. Bancorp Investments, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) Inc. and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. If there are no Underwriters named in Schedule A other than the Representatives, then the terms “Underwriters” and “Representatives” shall each be deemed to refer to the Underwriters. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25October 1, 2012 (the “Base Indenture”)1999, between the Company, the Guarantor Company and The Bank of New York Mellon (as defined below) and ▇▇▇▇▇ Fargo Bank, National Associationformerly The Bank of New York), as trustee (the “Trustee”). Certain terms of the Notes will be established , including an Officer’s Certificate pursuant to a supplemental indenture thereto (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to fully and unconditionally guarantee a Blanket Letter of Representations, dated April 8, 2008 (the “Guarantee” andDTC Agreement”), together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of between the Company under and the IndentureDepositary. The Company and the Guarantor have has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957180218), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the SecuritiesNotes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective at each time of effectiveness under the Securities Act, including any required informationinformation deemed to be a part thereof at the time of effectiveness

Introductory. Argo Group US, Inc.Sonoco Products Company, a Delaware South Carolina corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 600,000,000 aggregate principal amount of the Company’s 6.500its 3.125% Senior Notes due 2042 2030 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). BofA Securities, Inc. and ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, Securities LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25June 15, 2012 1991 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, the Guarantor N.A. (formerly known as defined below) and ▇▇▇▇▇ Fargo BankThe Bank of New York), as successor in interest to Wachovia Bank of North Carolina, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a fifth supplemental indenture to the Base Indenture (the “Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “Guarantor”Depositary), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957232937), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the SecuritiesNotes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationinformation deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration

Introductory. Argo Group US, Inc.Prologis Euro Finance LLC, a Delaware corporation limited liability company (the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 €600,000,000 aggregate principal amount of the CompanyIssuer’s 6.5000.250% Senior Notes due 2042 2027 (together with any the “2027 Notes”), €700,000,000 aggregate principal amount of the CompanyIssuer’s 6.5000.625% Senior Notes due 2042 that are offered pursuant to 2031 (the option described in Section 2(a“2031 Notes”) belowand €500,000,000 aggregate principal amount of the Issuer’s 1.500% Notes due 2049 (the “2049 Notes” and, collectively with the 2027 Notes and the 2031 Notes, the “NotesDebt Securities”). G▇▇▇▇▇▇ Sachs & Co. LLC, HSBC Bank plc, J.▇. ▇▇▇▇▇▇ Securities plc and M▇▇▇▇▇ Lynch, Pierce, S▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) Co. International plc have agreed to act as representatives lead managers of the several Underwriters (in such capacity, the “RepresentativesLead Managers”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (as defined below) (the “Base Indenture”), between among the CompanyIssuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the Guarantor (as defined below) “Transaction Parties”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms , as supplemented by the first supplemental indenture, to be dated as of the Notes will be established pursuant to a supplemental indenture Closing Date (the “First Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a company organized under the laws of Bermuda senior basis (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “GuaranteeGuarantees” and, together with the NotesDebt Securities, the “Securities”) ), to each holder of Debt Securities, (i) the Notes full and to the Trustee all prompt payment obligations of the Company under principal of and any premium, if any, on any Debt Securities when and as the Indenture. The Company same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the Guarantor have prepared full and filed with prompt payment of any interest on any Debt Securities when and as the Securities same shall become due and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationpayable.

Introductory. Argo Group USSpeedway Motorsports, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 100,000,000 aggregate principal amount of the Company’s 6.5006 3/4% Senior Notes due 2042 2019 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇BofAML”) and ▇▇▇▇▇ Fargo Securities), LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an that certain indenture, to be dated as of September 25February 3, 2012 2011 (as amended or supplemented from time to time, the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated July 1, 2004 (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company and the Depositary. On February 3, 2011, the Company issued $150,000,000 in aggregate principal amount of its 6 3/4% Senior Notes due 2019 under the Indenture (the “Existing Notes”). The Notes offered by the Company pursuant to this Agreement constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Notes offered by the Company pursuant to this Agreement will have identical terms to the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of January 11, 2013 (the “Supplemental IndentureRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Base Indenture Notes (together the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. The payment of principal, premium, if any, and interest and Additional Interest (as defined in the Indenture), if any, will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) all of the operative subsidiaries of the Company (except for Oil-Chem Research Corporation and its subsidiaries), which are listed on the signature pages hereof as “Guarantors”, and (ii) any operative subsidiary of the Company formed or acquired after the Closing Date or any other subsidiary that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). Pursuant The Notes and the Guarantees attached thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”) to each holder of ; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the Trustee all payment obligations of the Company under the Indenture. “Exchange Securities.” The Company and the Guarantor have prepared Guarantors understand that the Initial Purchasers propose to make an offering of the Securities on the terms and filed in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, Subsequent Purchasers who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 8, 2013 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 8, 2013 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group US, Inc.Fluor Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.5003.375% Senior Notes due 2042 2021 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) BNP Paribas Securities Corp. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 258, 2012 2011 (the “Base Indenture”), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to fully and unconditionally guarantee a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Guarantee” andDTC Agreement”), together with among the NotesCompany, the “Securities”) to each holder of Trustee and the Notes and to the Trustee all payment obligations of the Company under the IndentureDepositary. The Company and the Guarantor have has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957156137), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the SecuritiesNotes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationthe

Introductory. Argo Group USLaredo Petroleum, Inc., a Delaware corporation (the “Company”) and wholly-owned subsidiary of Laredo Petroleum Holdings, Inc., a Delaware corporation (the “Parent”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.5007.375% Senior Notes due 2042 2022 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25April 27, 2012 (as supplemented by the Supplemental Indenture to be dated as of April 27, 2012, the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), from the Company to the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of April 27, 2012 (the “Supplemental IndentureRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Base Indenture Notes (together the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). Pursuant The Notes and the Guarantees related thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”) ; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to each holder as the “Exchange Securities.” The Company understands that the Initial Purchasers propose to make an offering of the Notes Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the Trustee conditions set forth herein, all payment obligations or a portion of the Company under Securities to purchasers (the Indenture“Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated April 24, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 24, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group USAllied World Assurance Company Holdings, Inc.Ltd, a Delaware corporation Bermuda exempted company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 300,000,000 aggregate principal amount of the Company’s 6.5005.50% Senior Notes due 2042 2020 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇MLPF&S”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25November 15, 2012 2010 (the “Base Indenture”), to be entered into between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to fully and unconditionally guarantee a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “Guarantee” andDTC Agreement”), together with among the NotesCompany, the “Securities”) to each holder of Trustee and the Notes and to the Trustee all payment obligations of the Company under the IndentureDepositary. The Company and the Guarantor have has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957148409), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the SecuritiesNotes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationwith

Introductory. Argo Group US, ABB Finance (USA) Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A of $125,000,000 $ aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued as a series of debt securities pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between by and among the Company, ABB Ltd, an entity organized under the Guarantor laws of Switzerland and indirect parent of the Company, as guarantor (as defined below) the “Guarantor”), and ▇▇▇▇▇ Fargo Bank, National AssociationDeutsche Bank Trust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to under a supplemental indenture (the “Supplemental Indenture”) ), to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to a Blanket Issuer Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), between the Company and the Depositary. The payment obligations of the Company under the Notes will be fully and unconditionally guaranteed by the Guarantor pursuant to an instrument of guarantee (the “Guarantee,” and, and together with the Notes, the “Securities”) to each holder of the Notes and be issued pursuant to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information.

Introductory. Argo Group USSabine Pass Liquefaction, Inc.LLC, a Delaware corporation limited liability company (the “Company”), proposes agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to the several underwriters named Purchasers in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate U.S.$500,000,000 principal amount of the Company’s 6.500its 5.625% Senior Secured Notes due 2042 2023 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will Notes shall be issued pursuant to under an indenture, to be indenture dated as of September 25February 1, 2012 2013 (the “Base Indenture”), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National AssociationThe Bank of New York Mellon, as trustee Trustee (the “Trustee”). Certain terms ) as supplemented by a fifth supplemental indenture that will be dated as of May 20, 2014, relating to the Notes will be established pursuant to a supplemental indenture (the “Fifth Supplemental Indenture”) to the Base Indenture (, and together with the Base Indenture, the “Indenture”). Pursuant The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to the IndentureSociété Générale, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda as common security trustee (the “GuarantorCommon Security Trustee”), has agreed to fully in accordance with the Security Documents (as defined in the Amended and unconditionally guarantee Restated Common Terms Agreement, dated as of May 28, 2013 (the “Guarantee” andCommon Terms Agreement”), together with among the NotesCompany, the “Securities”) to each holder Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein)). The holders of the Notes and will be entitled to the Trustee all payment obligations benefits of a Registration Rights Agreement dated as of the Company under Closing Date (as hereinafter defined) between the Indenture. The Company and the Guarantor have prepared and filed Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (registering the “Base Prospectus”), to be used in connection with exchange of registered notes for the public offering and sale of debt securities, including the Securities, and other securities Notes or resale of the Company Notes under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”), and . The Company hereby agrees with the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationPurchasers as follows:

Introductory. Argo Group US, Inc.Fund America Investors Corporation II, a Delaware corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to cause FAIC II Issuer Trust 2000-1 (the "Trust") to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 1,986,400 aggregate principal amount of variable rate Class F, Asset Backed Notes, Series 2000-1 (the Company’s 6.500% Senior "Class F Notes") and $764,000 aggregate principal amount of variable rate Class S, Asset Backed Notes, Series 2000-1 (the "Class S Notes," and together with the Class F Notes, the "Notes"). The Notes due 2042 will be issued pursuant to the Terms Indenture dated as of January 20, 2000 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) belowStandard Indenture Provisions incorporated by reference therein, the “Notes”"Indenture") between the Trust and State Street Bank and Trust Company (the "Note Trustee"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇through certificate issued by Fred▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed which security is pledged to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between the Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of secure the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The assets of the Trust will include, among other things, (i) seven REMIC securities guaranteed by either Fann▇▇ ▇▇▇ or Fred▇▇▇ ▇▇▇ to be conveyed to the Trust on the Closing Date (the "Agency Securities"), (ii) amounts in the Note Collection Account, the Interest Reserve Account, the Expense Account and the Trust Agreement Collection Account, (iii) the rights of the Trust under the Deposit Agreement and the Issuer Trust Agreement and (iv) all proceeds of the foregoing. The Agency Securities will be contributed to the Trust by the Company. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture or, if not defined therein, in the Issuer Trust Agreement. The Company and the Guarantor have prepared and filed Trust hereby agree with the Securities and Exchange Commission you (the “Commission”"Underwriter") a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationfollows:

Introductory. Argo Group US, Inc.Banc of America Funding Corporation, a Delaware corporation (the “"Company”"), proposes to issue and sell to Banc of America Securities LLC ("BAS" or the several underwriters named "Underwriter") $479,549,013 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the “Underwriters”), acting severally and not jointly, "Offered Certificates") having the respective amounts aggregate initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with six classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 240 to approximately 360 months as described in Schedule A I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated January 31, 2006, by and between the Company, as purchaser and Bank of $125,000,000 America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal amount balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Company’s 6.500% Senior Notes due 2042 Trust Estate as multiple separate real estate mortgage investment conduits (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) beloweach, the “Notes”a "REMIC"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed The Certificates are to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenturea pooling and servicing agreement, to be dated as of September 25January 31, 2012 2006 (the “Base Indenture”"Pooling Agreement"), between among the Company, the Guarantor (as defined below) and depositor, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the “"Trustee”"). Certain terms of the Notes The Offered Certificates will be established pursuant to a supplemental indenture (issued in the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenturedenominations specified in Schedule I. The Pooling Agreement, this Agreement, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company Mortgage Loan Purchase Agreement and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”)purchase agreement, to be used in connection with the public offering dated January 31, 2006, between BAS, as purchaser and sale of debt securities, including the Securities, and other securities of the Company under (the Securities Act of 1933, "Purchase Agreement") are collectively referred to herein as amended, and the rules and regulations promulgated thereunder (collectively, "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, meanings assigned thereto in the form in which it became effective under the Securities Act, including any required informationPooling Agreement.

Introductory. Argo Group US, Inc., a Delaware corporation (a) Compagnie Générale de Géophysique (the “Company”), proposes a société anonyme incorporated under the laws of France and registered at the Evry Commercial Registry under Number B 969 202 241 (69B00224), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth ) U.S.$165,000,000 in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500its 71/2% Senior Notes due 2042 2015 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (” or “▇▇▇▇▇▇▇ ▇▇▇▇▇Securities”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an under the indenture, to be dated as of September 25, 2012 28 April 2005 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo JPMorganChase Bank, National Association, as trustee (the “Trustee”). Certain , such Notes representing a single series of securities with and having the same terms and conditions as, the U.S.$165,000,000 aggregate principal amount of the 71/2% Senior Notes will be established pursuant to a supplemental indenture due 2015 issued on 28 April 2002 (the “Supplemental IndentureInitial Securities”). (b) The Securities may be sold by the Purchasers pursuant to Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”) to investors outside of the Base United States of America and pursuant to Rule 144A (“Rule 144A”) under the Securities Act to qualified institutional buyers in the United States of America. (c) Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange. The Company’s obligations under the Securities, including the due and punctual payment of interest on the offered Securities, shall be unconditionally guaranteed pursuant to the Indenture (together with the Base Indentureeach a “Guarantee", and collectively, the “IndentureGuarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule B hereto (together, the “Guarantors”). Pursuant The holders of the Securities will be entitled to the Indenture, Argo Group International Holdings, Ltd., benefits of a company organized under Registration Rights Agreement dated as of the laws of Bermuda date hereof among the Company and the Purchasers (the “GuarantorRegistration Rights Agreement”)) in substantially the form of Exhibit A hereto, has agreed pursuant to fully and unconditionally guarantee which the Company agrees to file a registration statement (the “Guarantee” and, together Exchange Offer/Shelf Registration Statement”) with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the United States Securities and Exchange Commission (the “Commission”) registering the exchange of a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale new series of debt securities, including the Securities, and other securities 71/2% Senior Notes due 2015 of the Company under the Securities Act of 1933, as amended, and the rules guarantees of the new series of 71/2% Senior Notes due 2015 of the Company (such notes and regulations promulgated thereunder (collectivelyguarantees of such notes, the “Exchange Securities”) for the Securities Act”), and and/or the offering thereof from time to time in accordance with Rule 415 resale of the Securities under the Securities Act. Such registration statement, including Capitalised terms not otherwise defined herein shall have the financial statements, exhibits and schedules thereto, meaning ascribed to such terms in the form in which it became effective under Indenture. The Company hereby agrees with the Securities Act, including any required informationseveral Purchasers as follows:

Introductory. Argo Group USConagra Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.500% Senior Floating Rate Notes due 2042 2020 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC and HSBC Securities (“▇▇▇▇▇ Fargo”USA) Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25October 12, 2012 2017 (the “Base Indenture”), to be entered into between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) executed and delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The Notes will be issued in book-entry form in the Indenturename of Cede & Co., Argo Group International Holdings, Ltd., a company organized under the laws as nominee of Bermuda The Depository Trust Company (the “GuarantorDepositary”), has agreed pursuant to fully and unconditionally guarantee a Blanket Letter of Representations, dated October 3, 2017 (the “Guarantee” andDTC Agreement”), together with delivered by the Notes, the “Securities”) to each holder of the Notes and Company to the Trustee all payment obligations of the Company under the IndentureDepositary. The Company and the Guarantor have has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957219411), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the SecuritiesNotes, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationSuch

Introductory. Argo Group USHovnanian Enterprises, Inc., a Delaware corporation (the “Company”) and ▇. ▇▇▇▇▇▇▇▇▇ Enterprises, Inc., a California corporation (“Hovnanian” and together with the Company, the “Issuers”), proposes propose to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”)) 3,000,000 7.25% Tangible Equity Units (“Units”) of the Company and Hovnanian (“Underwritten Securities”) and also propose to issue and sell to the Underwriters, acting severally and at the option of the Underwriters, an aggregate of not jointly, the respective amounts more than 450,000 Units (“Optional Securities”) as set forth in such Schedule A below. The Underwritten Securities and the Optional Securities are herein collectively called the “Securities”. Each Security has a stated amount of $125,000,000 aggregate principal amount 25 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the Company’s 6.500% Senior Notes due 2042 (together holder has purchased and the Company will agree to automatically deliver on February 15, 2014, subject to acceleration in connection with any early settlement of the Company’s 6.500% Senior Notes due 2042 that are offered such Purchase Contract pursuant to the option described in Section 2(a) below, provisions thereof and of the Purchase Contract Agreement (the “NotesPurchase Contract Agreement”). ▇▇▇▇▇▇▇ Lynch, Pierceto be dated as of the Closing Date (as defined herein), ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated by and between the Company, Hovnanian and Wilmington Trust Company, as purchase contract agent (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Purchase Contract Agent”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities Trustee (as defined below), a number of shares of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”), determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and (2) a senior subordinated amortizing note with a final installment payment date of February 15, 2014 (each, an “Amortizing Note”) issued by Hovnanian and to be guaranteed (collectively, the “Guarantees”) by the Company and the subsidiary guarantors listed on Schedule B hereto (together with the Company, the “Guarantors”), each of which will have an initial principal amount of $4.526049 and will pay equal quarterly cash installments of $0.453125, which in the aggregate would be equivalent to 12.072% per year on the Stated Amount per Security. All references herein to the Securities include references to the Purchase Contracts and Amortizing Notes, comprising the Units, unless the context otherwise requires. The Amortizing Notes will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (the “Base Indenture”), between among Hovnanian, the Company, the Guarantor (as defined below) Guarantor, and ▇▇▇▇▇ Fargo Bank, National AssociationWilmington Trust Company, as trustee Trustee (the “Trustee”). Certain terms , as supplemented by that certain supplemental indenture, among Hovnanian, the Guarantors and the Trustee, dated as of the Notes will be established pursuant to a supplemental indenture Closing Date (the “Supplemental Indenture”) to the Base Indenture (” and, together with the Base Indenture, the “Indenture”). Pursuant The Units and the Purchase Contracts will be issued pursuant to the IndenturePurchase Contract Agreement. This Agreement, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under Purchase Contract Agreement, the Securities Act of 1933, as amended, Base Indenture and the rules and regulations promulgated thereunder (collectively, Supplemental Indenture are referred to herein collectively as the “Securities Act”)Documents.” Each of the Company, Hovnanian and each Guarantor hereby agrees with the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationseveral Underwriters as follows:

Introductory. Argo Group USThermo ▇▇▇▇▇▇ Scientific (Finance I) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of The Netherlands, with its corporate seat (statutaire zetel) in Breda, The Netherlands (the “Issuer”) and an indirect, wholly-owned subsidiary of Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 €1,000,000,000 aggregate principal amount of the CompanyIssuer’s 6.500Floating Rate Senior Notes due 2027 (the “Floating Rate Notes”), and €1,100,000,000 aggregate principal amount of the Issuer’s 3.628% Senior Notes due 2042 2035 (the “2035 Notes” and, together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) belowFloating Rate Notes, the “Notes”). ▇▇▇▇▇▇▇ LynchBarclays Bank PLC, PierceBNP PARIBAS, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇HSBC Continental Europe and ▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) & Co. International plc have agreed to act as representatives lead managers of the several Underwriters (in such capacity, the “RepresentativesLead Managers”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Floating Rate Notes and the 2035 Notes will be issued as separate series of senior debt securities pursuant to an indenture, to be dated as of September 25August 9, 2012 2016 (the “Base Indenture”), between among the Issuer, the Parent Guarantor and The Bank of New York Mellon Trust Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Certain terms of the Notes Securities will be established pursuant to a fifth supplemental indenture (the “Supplemental Indenture”) ), to be dated as of December 1, 2025, among the Issuer, the Parent Guarantor and the Trustee, to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a company organized under the laws of Bermuda senior basis (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “GuaranteeGuarantees” and, together with the Notes, the “Securities”) ), to each holder of Notes, (i) the Notes full and to the Trustee all prompt payment obligations of the Company under principal of and any premium, if any, on any Notes when and as the Indenture. The Company same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the Guarantor have prepared full and filed with prompt payment of any interest on any Notes when and as the Securities same shall become due and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationpayable.

Introductory. Argo Group USEPIX Medical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”)sell, acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) belowterms of this Agreement, the “Notes”). ▇▇▇▇▇to ▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co., LLC (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ), ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC (“and ▇▇ ▇▇▇▇▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters + Co. LLC (in such capacity, the “RepresentativesInitial Purchasers,” or, each, an “Initial Purchaser”) ), $75,000,000 principal amount of its3% Convertible Senior Notes due 2024 (the “Firm Securities”). The Company also proposes to sell to the Initial Purchasers, upon the terms and conditions set forth in connection with Section 3 hereof, up to an additional $25,000,000 principal amount of its 3% Convertible Senior Notes due 2024 (the offering “Optional Securities”). The Firm Securities and sale of the NotesOptional Securities are hereinafter collectively referred to as the “Securities”. The Securities (as defined below) will are to be issued pursuant to an indenture, Indenture to be dated as of September 25June 7, 2012 2004 (the “Base Indenture”), ) to be entered into by and between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms The Securities will be convertible into shares of the Notes will be established pursuant to a supplemental indenture Company’s common stock (the “Supplemental IndentureCommon Stock”) to the Base Indenture ), $0.01 par value per share (together with the Base Indenture, the “IndentureUnderlying Securities”). Pursuant ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Company, Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇ ▇▇▇▇▇▇▇▇▇ + Co. LLC are acting as representatives of the several Initial Purchasers and in such capacity are hereinafter referred to as the Indenture, Argo Group International Holdings, Ltd., a company organized “Representatives.” The Securities and the Underlying Securities will be offered without being registered under the laws Securities Act of Bermuda 1933, as amended (the “GuarantorSecurities Act”), to “qualified institutional buyers” as defined in, and in compliance with the exemption from registration provided by, Rule 144A under the Securities Act (“Qualified Institutional Buyers”). The Company has agreed to fully and unconditionally guarantee prepared a preliminary offering memorandum dated June 1, 2004 (the “Guarantee” and, together with Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the Notesdate hereof (the “Offering Memorandum”) setting forth information concerning the Company, the Securities and the Underlying 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. Any references herein to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to include, as applicable, all amendments and supplements thereto and all documents incorporated by reference therein (“SecuritiesIncorporated Documents”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and that are filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nosand any amendments thereto that are made prior to the completion of this Offering. ▇▇▇-▇▇▇▇▇▇-▇▇ The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used Offering Memorandum in connection with the public offering and sale of debt securities, including the Securities, and other securities resale of the Company under the Securities Act of 1933, as amended, and the rules Underlying Securities by the Initial Purchasers in accordance with Section 3. Each of the Initial Purchasers and regulations promulgated thereunder its direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex A (collectively, the “Securities ActRegistration Rights Agreement”), pursuant to which the Company will agree to file with the Securities and Exchange Commission (the offering thereof from time “Commission”) a shelf registration statement pursuant to time in accordance with Rule 415 under the Securities Act. Such registration statement, including Act (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Shelf Registration Statement”).

Introductory. Argo Group US▇▇▇▇ Financial Partners, Inc.L.P., a Delaware corporation limited partnership (the “CompanyOperating Partnership”), proposes agrees with the initial purchaser (the “Purchaser”), subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of Purchaser $125,000,000 50,000,000 aggregate principal amount of the Company’s 6.500its 8.0% Exchangeable Senior Notes due 2042 2016 (together with any the “Firm Securities”) and also proposes to grant to the Purchaser an option, exercisable from time to time by the Purchaser, to purchase an aggregate of the Company’s 6.500up to an additional $7,500,000 principal amount (“Optional Securities”) of its 8.0% Exchangeable Senior Notes due 2042 that are offered pursuant to 2016. The Firm Securities and the option described in Section 2(a) below, Optional Securities will be guaranteed (the “NotesGuarantee”). ▇▇▇) by ▇▇▇▇ LynchFinancial Corp., Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated a Maryland corporation (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Guarantor”) and ▇▇▇▇▇ Fargo ). The Firm Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed the Optional Securities and the Guarantee are collectively referred to act herein as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. Offered Securities.” The Offered Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of September November 25, 2012 2013 (the “Base Indenture”), between to be entered into among the CompanyOperating Partnership, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms For the avoidance of doubt, all references to the subsidiaries of the Notes Guarantor shall include the Operating Partnership. The holders of the Offered Securities will be established pursuant entitled to the benefits of a supplemental indenture Registration Rights Agreement, to be dated as of November 25, 2013, between the Guarantor and the Purchaser (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “GuarantorRegistration Rights Agreement”), has agreed pursuant to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and which the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) agrees to file a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including Commission registering the Securities, and other securities resale of the Company Underlying Shares, as hereinafter defined, under the Securities Act of 1933, (as amended, and the rules and regulations promulgated thereunder (collectivelydefined below). The Operating Partnership, the Guarantor and ▇▇▇▇ REIT Management, LLC, a Delaware limited liability company (the “Securities ActAdvisor”), hereby, jointly and severally, agree with the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationPurchaser as follows:

Introductory. Argo Group USChesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company, which, following the Closing Date (as defined below) in connection with the Spin Transactions (as defined below), is expected to convert into Seventy Seven Energy Inc., a Delaware an Oklahoma corporation (such entity, before and after such conversion, if any, the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 6.5% Senior Notes due 2022 (the “Notes”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), between among the Company, the Guarantor (as defined below) Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC LOR”), among the Issuer, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “GuarantorRegistration Rights Agreement”), has agreed to fully and unconditionally guarantee (among the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company Issuer and the Guarantor have prepared and filed Initial Purchasers, pursuant to which the Issuer will be required to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) relating to another series of debt securities of the Issuer with terms substantially identical to the Notes (the “Exchange Notes”), ) to be offered in exchange for the Notes (the “Exchange Offer”) and the offering thereof from time (ii) a shelf registration statement pursuant to time in accordance with Rule 415 under the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuer is in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. It is understood and agreed to by all parties that, as of the Closing Date , the Issuer will be an indirect wholly owned subsidiary of CEC. The subsidiaries of the Issuer as of the date hereof are listed on Schedule B-1 hereto. The subsidiaries of the Issuer after giving effect to the Spin Transactions (as defined below) are listed on Schedule B-2 hereto. It is further understood and agreed by all parties hereto that the board of directors of CEC has declared a dividend to the holders of common stock of CEC consisting of one share of Seventy Seven Energy Inc. for every 14 shares of common stock of CEC held on the record date for such dividend (the payment of such dividend being referred to herein as the “Spin-off”). The transactions related to the Spin-off as described in the Pricing Disclosure Package are referred to herein as the “Spin Transactions” and the date on which all of the Spin Transactions have all been consummated is referred to herein as the “Spin Date.” This Agreement, the Registration Rights Agreement, the Notes, the Exchange Notes and the Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes pursuant to this Agreement, the use of the net proceeds from the sale of the Notes as described in the Pricing Disclosure Package (as defined below), the consummation of the Exchange Offer are referred to herein collectively as the “Transactions.” The Issuer understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when resales of the Notes are made, which is 5:50 p.m., New York City time, on the date of this Agreement, is referred to as the “Time of Sale”). The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act. Such Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration statement, requirements of the Securities Act is available (including the financial statementsexemption afforded by Rule 144A under the Securities Act (“Rule 144A”) or if such sale is made to a non-U.S. person pursuant to Regulation S under the Securities Act (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, exhibits dated June 9, 2014 (the “Preliminary Offering Memorandum”), and schedules theretohas prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 12, 2014, in the form set forth on Annex I hereto (the “Pricing Supplement”), describing the terms of the Notes, each for use by each such Initial Purchaser in which it became effective under connection with its solicitation of offers to purchase the Securities ActNotes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, including any required informationthe Issuer will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Argo Group USDiamond Offshore Drilling, Inc., a Delaware corporation (the “Company”"COMPANY"), proposes confirms its agreement with Merr▇▇▇ ▇▇▇c▇ & ▇o., Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated (the "PURCHASER"), with respect to the issue and sell to sale by the several underwriters named in Schedule A (Company and the “Underwriters”), acting severally and not jointly, purchase by the respective amounts set forth in such Schedule A Purchaser of $125,000,000 400,000,000 aggregate principal amount of the Company’s 6.500's 1 1/2% Convertible Senior Notes Debentures due 2042 2031 (together with any the "INITIAL SECURITIES") and the grant by the Company to the Purchaser of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a3(b) belowto purchase all or any part of an additional $60,000,000 aggregate principal amount of the Company's 1 1/2% Convertible Senior Debentures due 2031 to cover over-allotments, if any (the “Notes”"OPTION SECURITIES"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo The Initial Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed together with the Option Securities, are collectively referred to act herein as representatives the "OFFERED SECURITIES". The Offered Securities are to be issued under an Indenture dated as of February 4, 1997, as supplemented by a Third Supplemental Indenture to be dated as of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities Closing Date (as defined below) will be issued pursuant to an indenture(as so amended and supplemented, to be dated as of September 25, 2012 (the “Base Indenture”"INDENTURE"), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo The Chase Manhattan Bank, National Association, as trustee (the “Trustee”"TRUSTEE"). Certain terms of the Notes The Offered Securities will be established represented by one or more permanent global Offered Securities in definitive form (the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document (as defined below). The holders of Offered Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A with such changes as shall be agreed to by the parties hereto (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of which the Company under the Indenture. The Company and the Guarantor have prepared and filed will file a registration statement with the Securities and Exchange Commission (the “Commission”"COMMISSION") a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ registering resales of the Offered Securities and 333-183957)the shares of common stock, which contains a base prospectus (the “Base Prospectus”)par value $.01 per share, to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company (the "COMMON STOCK") issuable upon conversion thereof, as referred to in the Registration Rights Agreement, under the Securities Act of 1933, as amendedamended (the "SECURITIES ACT"). The Company understands that the Purchaser proposes to make an offering of the Offered Securities on the terms and in the manner set forth herein and agrees that the Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Offered Securities to purchasers ("SUBSEQUENT PURCHASERS") at any time after the date of this Agreement. The Offered Securities are to be offered and sold through the Purchaser without being registered under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Offered Securities and the Indenture, investors that acquire Offered Securities may only resell or otherwise transfer such Offered Securities if such Offered Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A ("RULE 144A") of the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including Act (the financial statements, exhibits and schedules thereto, in "RULE AND REGULATIONS") by the form in which it became effective under the Securities Act, including any required informationCommission).

Introductory. Argo Group USSonic Automotive, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of an $125,000,000 200,000,000 aggregate principal amount of the Company’s 6.5007.00% Senior Subordinated Notes due 2042 2022 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25July 2, 2012 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket issuer letter of representations, dated November 19, 2003 (the “DTC Agreement”), between the Company and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of the Closing Date (as defined below) (the “Supplemental IndentureRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Base Indenture Notes (together the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in ac- cordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). Pursuant The Notes and the Guarantees attached thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” Concurrently with the Closing Date, the Company will enter into an escrow agreement (the “Escrow Agreement”) with the Trustee and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), pursuant to each holder which the net proceeds of the Notes and to the Trustee all payment obligations offering of the Securities will be deposited with the Escrow Agent on the Closing Date, and the Company under shall deposit with the Escrow Agent on the Closing Date an additional amount of cash (collectively, the “Escrow Proceeds”) sufficient to redeem the Securities in cash at a redemption price in the amount and manner and at the time set forth in the Indenture (the “Escrow Redemption Amount”). The Escrow Proceeds shall be held by the Escrow Agent in an escrow account (the “Escrow Account”) in accordance with the terms and provisions set forth in the Escrow Agreement, and released in accordance with the conditions set forth therein, as described in the Pricing Disclosure Package and the Final Offering Memorandum (each term as defined below) (such date of release, the “Release Date”). If the Release Date does not occur by October 23, 2012 (120 days following the date hereof) or on such earlier date determined by the Company, the Securities will be redeemed at the Escrow Redemption Amount in accordance with the terms of the Indenture. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the Guarantor have prepared manner set forth herein and filed in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated June 25, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated June 25, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group USPPL Energy Supply, Inc.LLC, a limited liability company organized under the laws of the State of Delaware corporation (the “Company”), proposes to issue and sell to sell, and the several underwriters Underwriters named in Schedule A Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in such Schedule A of herein, $125,000,000 50,000,000 aggregate principal amount of the Company’s 6.5006.20% Senior Notes due 2042 2016 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indentureIndenture, to be dated as of September 25October 1, 2012 (the “Base Indenture”)2001, between the Company, the Guarantor Company and The Bank of New York (as defined below) and ▇▇▇▇▇ Fargo successor to JPMorgan Chase Bank, National AssociationN.A. (formerly The Chase Manhattan Bank)), as trustee thereunder (the “Trustee”), as heretofore supplemented and as to be further supplemented by Supplemental Indenture No. Certain terms of 8 thereto relating to the Notes will be established pursuant to a supplemental indenture (the “Supplemental IndentureIndenture No. 8”) to the Base Indenture (together with the Base Indentureas so supplemented, the “Indenture”). Pursuant Notwithstanding the references to Underwriters and Representatives in the foregoing, in the event that there shall be only one underwriter named in Section 3 hereof, all references to Underwriters shall be deemed to refer to the Indenturesingular underwriter and in the event that this Agreement shall be addressed only to one representative, Argo Group International Holdings, Ltd., a company organized under all references to Representatives shall be deemed to refer to the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “Securities”) to each holder singular representative of the Notes and Underwriters to the Trustee all payment obligations of the Company under the Indenturewhom this Agreement is addressed. The Company and the Guarantor have prepared and has filed with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 (File NosNo. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957132574-01), including the related preliminary prospectus or prospectuses, which contains a base prospectus registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Base ProspectusSecurities Act Regulations”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company ) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), and . Such registration statement covers the offering thereof from time to time in accordance with Rule 415 registration of the Notes under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Notes that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the financial statementsamendments thereto to such time, the exhibits and any schedules theretothereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in which it became effective connection with the offering of the Notes, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, including any required informationsuch preliminary prospectus or the Prospectus, as the case may be.

Introductory. Argo Group US, Inc.ON Semiconductor Corporation, a Delaware corporation (the “Company”"COMPANY"), proposes and Semiconductor Components Industries, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("SCI LLC," and together with the Company, the "ISSUERS"), propose, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate "PURCHASERS") U.S.$300,000,000 principal amount of the Company’s 6.500their 12% Senior Secured Notes due 2042 2008 (together with any "OFFERED SECURITIES"), to be issued under an indenture, dated as of May 6, 2002 (the "INDENTURE"), among the Issuers, the subsidiaries of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to Company listed on the option described in Section 2(a) belowsignature pages hereof, as guarantors (collectively, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”"GUARANTORS") and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between the Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo BankBank Minnesota, National Association, as trustee Trustee. The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Trustee”"REGISTRATION RIGHTS AGREEMENT"). Certain terms , to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”Registration Rights Agreement). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the NotesRegistration Rights Agreement, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company Issuers and the Guarantor have prepared and filed Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”"COMMISSION") under the circumstances set forth therein, (i) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus under the Securities Act (the “Base Prospectus”"EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES" ), to be used offered in connection with exchange for the public offering and sale of debt securities, including Offered Securities (such offer to exchange being referred to as the Securities, and other securities of the Company under the Securities Act of 1933, as amended, "EXCHANGE OFFER") and the rules Guarantees (as defined below) thereof and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time ii) a shelf registration statement pursuant to time in accordance with Rule 415 under the Securities ActAct (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. Such registration statementThe Offered Securities and Exchange Securities are referred to collectively as the "SECURITIES". The Offered Securities and the guarantees of the Guarantors relating to the Offered Securities (the "GUARANTEES") will be, including on the financial statementsClosing Date (as hereinafter defined) or within a commercially reasonable time thereafter, exhibits secured on a second-priority basis by certain collateral (the "COLLATERAL") as described in the Offering Circular, and schedules as will be more fully described in and pursuant to the Intercreditor Agreement (the "INTERCREDITOR AGREEMENT"), a certain Pledge Agreement (the "PLEDGE AGREEMENT"), a certain Security Agreement (the "SECURITY AGREEMENT"), a certain Collateral Assignment (the "COLLATERAL ASSIGNMENT" ), a certain Mortgage with respect to the Company's Maricopa, Arizona facility (the "AZ MORTGAGE") and a certain Mortgage with respect to the Company's East Greenwich, Rhode Island facility (the "RI MORTGAGE," and together with the AZ Mortgage, the "MORTGAGES"), each to be dated the Closing Date (as hereinafter defined) and delivered to ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as collateral agent (the "COLLATERAL AGENT"), granting a second-priority security interest on the Collateral for the benefit of the holders of the Offered Securities (collectively, the "SECURITY DOCUMENTS"). The offering of the Offered Securities is part of the refinancing transactions ("REFINANCING TRANSACTIONS") as described in the Offering Circular, pursuant to which an Amendment dated as of April 17, 2002 (the "CREDIT AGREEMENT AMENDMENT"), to the Credit Agreement, dated as of August 4, 1999, as amended and restated as of April 3, 2000 (as further amended, supplemented or otherwise modified from time to time, and together with the Credit Agreement Amendment, the "CREDIT AGREEMENT"), has been entered into by the Issuers with certain syndicate lenders. Pursuant to the Credit Agreement and the Credit Agreement Amendment, which will become effective upon the closing of the sale of the Offered Securities pursuant to this Agreement, and the security documents relating thereto, such syndicate lenders and certain other lenders (collectively, the "BANK LENDERS") do or will hold a first-priority security interest in the form in which it became effective under Collateral. Each of the Securities Act, including any required informationIssuers and the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. Argo Group USBurlington Coat Factory Investments Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 99,309,000 aggregate principal amount at maturity of the Company’s 6.500its 14 1/2% Senior Discount Notes due 2042 2014 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). Banc of America Securities LLC, Bear, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) Co. Inc. and ▇▇▇▇▇ Fargo SecuritiesWachovia Capital Markets, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) Notes will be issued pursuant to an indenture, to be dated as of September 25April 13, 2012 2006 (the “Base Indenture”), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). Certain terms Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement relating to the Notes, to be dated as of April 13, 2006 (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureRegistration Rights Agreement”), among the Company and the Initial Purchasers. Pursuant to the IndentureRegistration Rights Agreement, Argo Group International Holdingsthe Company will agree to file with the Commission (as defined below), Ltd., a company organized under the laws circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of Bermuda debt securities of the Company with terms substantially identical to each series of Notes (the “GuarantorExchange Notes”) to be offered in exchange for such Notes (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Notes are being issued as part of the financing necessary to effect the merger (the “Merger”) of BCFWC Mergersub, Inc. (“Mergersub”), has agreed a wholly-owned subsidiary of the Company, with and into the Burlington Coat Factory Warehouse Corporation (“BCFWC”), with the BCFWC as the surviving entity. The Merger will be effected pursuant to fully an Agreement and unconditionally guarantee Plan of Merger (the “GuaranteeMerger Agreement”) dated as of January 18, 2006, between Burlington Coat Factory Holdings, Inc. (f/k/a BCFWC Acquisition, Inc.) (“Parent”), BCFWC and Mergersub. In connection with the Merger, ▇▇▇▇ Capital Partners, LLC or one or more of its affiliates (the “Sponsor”) as well as certain other parties will purchase for cash, common equity interests of Parent (the “Equity Financing”) in an aggregate dollar amount equal to no less than 20% of the total capitalization of Parent and its subsidiaries on a consolidated basis, and upon consummation of the Merger and the other transactions contemplated hereby, Sponsor and management will own 100% of the common equity of BCFWC. Mergersub will simultaneously enter into a senior secured revolving credit facility and a first in, last out revolving credit facility aggregating $800.0 million (the “Revolving Credit Facility”) and a senior secured term loan facility in an amount of $900.0 million (the “Term Loan Facility” and, together with the NotesRevolving Credit Facility, the “SecuritiesSenior Secured Credit Facilities”) to ), in each holder case among Mergersub, BCFWC, the guarantors party thereto (including the Company), the lenders party thereto and certain affiliates of the Notes and to the Trustee all payment obligations of the Company under the IndentureInitial Purchasers. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-In addition, ▇▇▇▇▇▇-▇▇▇ and 333-183957), which contains a base prospectus will simultaneously enter into an indenture (the “Base ProspectusBCFWC Indenture”)) among Mergersub, the Company, the guarantors party thereto, ▇▇▇▇▇ Fargo Bank, N.A. relating to be used in connection with the public offering issuance and sale of debt securities, including the Securities, and other securities $305.0 million aggregate principal amount of the Company under the Securities Act senior notes due 2014 of 1933, as amended, and the rules and regulations promulgated thereunder Mergersub (collectively, the “Securities ActBCFWC Notes”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information

Introductory. Argo Group USMidstates Petroleum Company, Inc., a Delaware corporation (the “Company”), proposes and Midstates Petroleum Company LLC, a Delaware limited liability company (“Midstates Sub” and, together with the Company, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Initial Purchasers named in Schedule A hereto (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the Issuers’ 10.75% Senior Notes due 2020 (the “Notes”). ▇▇▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25October 1, 2012 (the “Base Indenture”), between the Company, the Guarantor (as defined below) Issuers and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of October 1, 2012 (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Securities and the Exchange Offer are only applicable if the Issuers are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be established fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by any subsidiary of the Company formed or acquired after the Closing Date that executes a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to a supplemental indenture their guarantees (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureGuarantees”). Pursuant The Notes and the Guarantees attached thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities, and the Indenture and, if required to be executed pursuant to Section 2(b) hereof, the Escrow Agreement (as defined in Section 2(b) hereof), are referred to each holder herein as the “Transaction Documents.” The Issuers understand that the Initial Purchasers propose to make an offering of the Notes Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the Trustee conditions set forth herein, all payment obligations or a portion of the Company under Securities to purchasers (the Indenture“Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 5, 2012 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 13, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Issuers will prepare and deliver to each Initial Purchaser a final offering thereof from time memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to time in accordance with Rule 415 the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act. Such registration statement,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the financial statementsPreliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), exhibits and schedules thereto, all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the form in which it became effective under Final Offering Memorandum. The Issuers hereby confirm their agreements with the Securities Act, including any required informationInitial Purchasers as follows:

Introductory. Argo Group USIntegrated Circuit Systems, Inc., a Delaware Pennsylvania corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters initial purchasers named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, "Initial Purchasers") the respective principal amounts set forth in such Schedule A hereto of U.S. $125,000,000 100,000,000 aggregate principal amount of its 11 1/2% Senior Subordinated Notes Due 2009 (the "Notes"). The Notes are to be issued pursuant to an indenture to be dated as of May 11, 1999 (the "Indenture"), between the Company’s 6.500% Senior , the guarantors named therein and Chase Manhattan Trust Company, National Association, as Trustee, which Notes due 2042 will be unconditionally guaranteed by ICS Technologies, Inc., ICST Inc. and Microclock, Inc. (the "Guarantors," and together with any the Company, the "Issuers"). For purposes of this agreement, (i) the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors and (ii) references to "Subsidiaries" or "subsidiaries" of the Company shall include the direct and indirect subsidiaries of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant . The United States Securities Act of 1933 is herein referred to as the "Securities Act." Pursuant to and in furtherance of the Agreement and Plan of Merger dated as of January 20, 1999, as amended by Amendment No. 1 to the option described in Section 2(aAgreement and Plan of Merger dated as of February 16, 1999 (the "Recapitalization Agreement"), by and between ICS Merger Corp. ("Merger Corp.") belowand the Company, among other things, (i) Merger Corp. will be established and merged into the “Notes”Company (the "Merger"). , with the Company as the surviving corporation, (ii) an equity investment of $40.0 million (the "Equity Investment") will be made by ▇▇▇▇ Capital, Inc. and Bear, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. Inc. or one or more of their respective affiliates and certain other investors (“▇▇▇▇▇▇▇ ▇▇▇▇▇”the "Investors") and ▇▇▇▇▇ Fargo certain management investors and existing shareholders will convert certain outstanding shares of common stock and options of the Company before the Merger (the "Rollover Equity") into common stock and options of the Company following the consummation of the Merger (collectively with the Investors, the "Equity Investors"), (iii) the Issuers will issue and sell the Offered Securities, LLC (“▇▇▇▇▇ Fargo”iv) have agreed to act as representatives the Company will enter into a new secured global credit facility consisting of an aggregate of $70 million of term loan facilities and an aggregate $25 million revolving credit facility (the "New Credit Facility") with the agents and lenders named therein, and the Company will make initial borrowings of approximately $77.4 million thereunder, (v) the existing issued and outstanding capital stock of the several Underwriters Company (other than the Rollover Equity) (the "Shares") will be redeemed and/or repurchased, for aggregate cash consideration of $265.9 million, (vi) the Company will repay in such capacityfull all of the Existing Indebtedness, as defined in the “Representatives”New Credit Facility, and (vii) the Company will pay reasonable fees and expenses (including, without limitation, reasonable fees of outside counsel) in connection with the offering and sale foregoing in an amount not to exceed $17.5 million (all such transactions, including the Merger, shall be referred to in this Agreement as the "Recapitalization"). The net proceeds of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between the Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms offering of the Notes will be established pursuant used, together with a portion of the borrowings under the New Credit Facility, the existing cash on hand of the Company and the Equity Investment to finance the Recapitalization. As a supplemental indenture result of the Recapitalization, (i) the Equity Investors will own all of the outstanding capital stock of the Company, (ii) the Company's common stock will no longer be traded on the Nasdaq National Market and (iii) the registration of the Company's common stock under the Securities Exchange Act of 1934, as amended (the “Supplemental Indenture”"Exchange Act") will be terminated. The Offered Securities will be offered and sold to the Base Indenture (together with Initial Purchasers without being registered under the Base IndentureSecurities Act, the “Indenture”)in reliance upon an exemption therefrom. Pursuant to the terms of the Offered Securities and the Indenture, Argo Group International Holdings, Ltd., a company organized the Initial Purchasers and investors that acquire Offered Securities may only resell or otherwise transfer such Offered Securities if such Offered Securities are hereafter registered under the laws Securities Act or if an exemption from the registration requirements of Bermuda the Securities Act is available (including, without limitation, the exemption afforded by Rule 144A, Rule 144 or Regulation S of the rules and regulations under the Securities Act). Holders of the Offered Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement dated the Closing Date, among the Issuers and the Initial Purchasers (the “Guarantor”"Registration Rights Agreement"), has agreed pursuant to fully and unconditionally guarantee (which the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Guarantors will agree to file with the Securities and Exchange Commission (the “"Commission”") (i) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of 1933, as amended, and senior subordinated notes of the rules and regulations promulgated thereunder Company (collectivelytogether with the applicable subsidiary guarantees, the “Securities Act”"Exchange Notes"), which are identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions and the offering thereof from time interest rate increase) and (ii) under certain circumstances, a shelf registration statement pursuant to time in accordance with Rule 415 under the Securities Act. Such registration statementThis Agreement, the Indenture, the Offered Securities, the Exchange Notes, the Registration Rights Agreement, all material agreements and instruments relating to the Merger (including, but not limited to, the Recapitalization Agreement and the Articles of Merger to be filed with the Department of State of the Commonwealth of Pennsylvania on the Closing Date (the "Articles of Merger")), and the New Credit Facility and the agreements creating security interests in the assets of the Company for the benefit of the holders of indebtedness arising under the New Credit Facility (together with the New Credit Facility, the "Bank Agreement") are sometimes referred to in this Agreement, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents." The transactions that comprise the Recapitalization (including the financial statementsMerger and the issuance and sale of the Offered Securities) are sometimes referred to in this Agreement, exhibits individually, as a "Transaction" and schedules theretocollectively, as the "Transactions." Capitalized terms used but not defined herein shall have the meanings given to such terms in the form in which it became effective under Offering Document (as defined below). Each of the Securities ActIssuers, including any required informationjointly and severally, hereby agrees with the several Initial Purchasers as follows:

Introductory. Argo Group US, Inc.Sunoco LP, a limited partnership organized under the laws of the State of Delaware corporation (the “CompanySunoco”), proposes and Sunoco Finance Corp., a corporation organized under the laws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several underwriters Initial Purchasers named in Schedule A hereto (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 800,000,000 aggregate principal amount of the Company’s 6.500Issuers’ 4.5% Senior Notes due 2042 2029 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Credit Suisse Securities (“▇▇▇▇▇▇▇ ▇▇▇▇▇”USA) LLC and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) Barclays Capital Inc. have agreed to act as the representatives of the several Underwriters Initial Purchasers (in such capacitycollectively, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25November 24, 2012 2020 (the “Base Indenture”), between among the CompanyIssuers, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated as of November 24, 2020 (the “Supplemental IndentureRegistration Rights Agreement”), among the Issuers, the Guarantors and the Representatives, on behalf of each of the Initial Purchasers, pursuant to which the Issuers will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Issuers with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Base Indenture Notes (together the “Exchange Offer”) or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Issuers and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of Sunoco formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). Pursuant The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees related thereto are herein collectively referred to as the “Exchange Securities.” In connection with the offering and sale of the Securities, Sunoco will conduct a cash tender offer for any and all tenders of the Issuers’ 4.875% Senior Notes due 2023 upon the terms and subject to the Indentureconditions set forth in that certain Offer to Purchase dated November 9, Argo Group International Holdings2020. This Agreement, Ltd.the Registration Rights Agreement, a company organized under the laws of Bermuda (DTC Agreement, the Securities, the Exchange Securities and the Indenture are referred to herein as the “Guarantor”), has agreed to fully Transaction Documents.” The issuance and unconditionally guarantee (the “Guarantee” and, together with sale of the Notes, the issuance of the Guarantees and the application of the proceeds from the sale of the Securities as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the “SecuritiesTransactions.” The Issuers understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) to each holder on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes and Securities are made is referred to as the Trustee all payment obligations “Time of the Company under the IndentureSale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amendedamended (the “Securities Act,” which term, and as used herein, includes the rules and regulations of the Commission promulgated thereunder thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire the Securities shall be deemed to have agreed that the Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (collectivelyincluding the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 9, 2020 (the “Securities ActPreliminary Offering Memorandum”), and the offering thereof from time have prepared and delivered to time in accordance with Rule 415 under the Securities Act. Such registration statementeach Initial Purchaser copies of a Pricing Supplement, including the financial statementsdated November 9, exhibits and schedules thereto2020, in the form attached hereto as Exhibit A (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in which it became effective under connection with its solicitation of offers to purchase the Securities ActSecurities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, including any required informationthe Issuers will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Argo Group USAristotle Holding, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Express Scripts, Inc., a Delaware corporation (“Express Scripts”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Initial Purchasers”) to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of Initial Purchasers $125,000,000 900,000,000 aggregate principal amount of the Company’s 6.500its 2.750% Senior Notes due 2042 2014 (together with any the “2014 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 6.500its 3.500% Senior Notes due 2042 that are offered pursuant to 2016 (the option described in Section 2(a“2016 Notes”), $1,250,000,000 aggregate principal amount of its 4.750% Senior Notes due 2021 (the “2021 Notes”) belowand $700,000,000 aggregate principal amount of its 6.125% Senior Notes due 2041 (the “2041 Notes” and, together with the 2014 Notes, the 2016 Notes and the 2021 Notes, the “NotesOffered Securities”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated The Offered Securities will be unconditionally guaranteed (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Guarantees”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of by the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities Closing Date Guarantors (as defined below) will and any other entity that becomes a guarantor of the Offered Securities following the Closing Date (as defined below), including the Merger Date Guarantors (as defined below), pursuant to the terms of the Indenture (as defined below). The Offered Securities shall be issued pursuant to under an indenture, to be dated as of September 25, 2012 the Closing Date (the “Base Indenture”), between and supplemented by supplemental indentures (each, a “Supplemental Indenture” and, collectively, the “Supplemental Indentures”) to be dated as of the Closing Date, among the Company, each of the Guarantor entities listed on Schedule B-1 hereto (as defined belowcollectively, the “Closing Date Guarantors”) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, as supplemented on the Closing Date and as may be supplemented from time to time after the Closing Date, the “Indenture”). Pursuant to the IndentureAgreement and Plan of Merger dated as of July 20, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda 2011 (the “GuarantorMerger Agreement”), has agreed to fully by and unconditionally guarantee among Express Scripts, Medco Health Solutions, Inc., a Delaware corporation (the “Guarantee” and, together with the NotesMedco”), the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-Company, ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ Sub, Inc., a Delaware corporation and 333-183957a wholly owned subsidiary of the Company (“▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub”), which contains and Plato Merger Sub, Inc., a base prospectus Delaware Corporation and a wholly owned subsidiary of the Company (“Plato Merger Sub”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sub will merge with and into Express Scripts (the “Base ProspectusExpress Scripts Merger”), to be used in connection with Express Scripts as the surviving corporation, and Plato Merger Sub will merge with and into Medco (collectively with the public offering Express Scripts Merger, the “Mergers”), with Medco as the surviving corporation. As a result of the Mergers, Medco and sale Express Scripts will become wholly owned subsidiaries of debt securities, including the SecuritiesCompany. The date on which the Mergers are consummated is referred to herein as the “Merger Date”, and Medco and the subsidiaries of Medco listed on Schedule B-2 hereto are referred to herein as the “Merger Date Guarantors”. On the Merger Date Medco will, and within 60 days following the Merger Date each other securities Merger Date Guarantor will, enter into (a) a joinder agreement to this Agreement, the form of which is attached as Schedule H hereto (each, a “Joinder Agreement” and collectively, the “Joinder Agreements”), (b) a Supplemental Indenture, pursuant to which such Merger Date Guarantor will become a party to the Indenture and (c) a counterpart to each Registration Rights Agreement (as defined below) in the form attached thereto as Exhibit A (each, a “Registration Rights Joinder” and, collectively, the “Registration Rights Joinders”). Upon the execution and delivery of a Joinder Agreement by a Merger Date Guarantor, the representations, warranties and agreements of such Merger Date Guarantor set forth herein shall become effective pursuant to the terms of such Joinder Agreement, and each such Merger Date Guarantor will, without further action by any person, become a party to this Agreement. References to the “Guarantors” refer to (x) prior to the consummation of the Company Mergers and the execution and delivery of any Joinder Agreements and Supplemental Indentures by any Merger Date Guarantors, the Closing Date Guarantors and (y) following the consummation of the Mergers and the execution and delivery of a Joinder Agreement and Supplemental Indenture by a Merger Date Guarantor, the Closing Date Guarantors and such Merger Date Guarantor. The Offered Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act (as defined below). The Offered Securities may be sold by the Initial Purchasers or their respective affiliates pursuant to Regulation S under the Securities Act (“Regulation S”) to investors outside of 1933the United States that are not U.S. persons (as defined in Regulation S) and pursuant to Rule 144A under the Securities Act (“Rule 144A”) to qualified institutional buyers in the United States or qualified institutional buyers that are U.S. persons. The holders of each series of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date among the Company, as amended, the Closing Date Guarantors and the rules and regulations promulgated thereunder Representatives (each, a “Registration Rights Agreement” and, collectively, the “Securities ActRegistration Rights Agreements”). Following the execution of the Registration Rights Joinders by a Merger Date Guarantor, such Merger Date Guarantor shall be bound by all obligations of the “Guarantors” and the offering thereof from time “Company” under the Registration Rights Agreements. Pursuant to time in accordance each Registration Rights Agreement, the Company and the Guarantors shall use commercially reasonable efforts to cause an exchange offer registration statement to become effective under the Securities Act and to conduct a registered exchange offer for the applicable series of the Offered Securities, or to use their commercially reasonable efforts to cause to become effective a shelf registration statement filed with Rule 415 the Commission registering the resale of the applicable series of the Offered Securities under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information.

Introductory. Argo Group USThe Greenbrier Companies, Inc., a Delaware an Oregon corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities▇▇▇, LLC Sachs & Co. (“▇▇▇▇▇▇▇ Fargo▇▇▇▇▇” and, together with ▇▇▇▇▇▇▇ ▇▇▇▇▇, collectively the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $215,000,000 aggregate principal amount of the Company’s 3.50% Convertible Senior Notes due 2018 (the “Firm Notes”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $15,000,000 principal amount of its 3.50% Convertible Senior Notes due 2018 (the “Additional Notes”) have agreed if an to act as representatives of the several Underwriters (in extent the Initial Purchasers determine to exercise their option to purchase such capacity, the “Representatives”) in connection with the offering and sale of the Additional Notes. The Securities (Firm Notes and the Additional Notes are hereinafter collectively referred to as defined below) the “Notes”. The Notes will be issued pursuant to an indenture, to be dated as of September 25April 5, 2012 2011 (the “Base Indenture”), between the Company, the Guarantor (as defined below) Company and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”)) . Certain The Notes will be convertible into shares common stock, without par value, of the Company (the “Common Stock”) in accordance with the terms of the Notes and the Indenture. The Notes will be established issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “Supplemental IndentureDTC Agreement”) ), among the Company, the Trustee and the Depositary. The Notes and the shares of Common Stock issuable upon conversion thereof will be offered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Base Indenture (together qualified institutional buyers in compliance with the Base Indenture, exemptions from registration provided by Rule 144A under the Securities Act (“IndentureRule 144A”). Pursuant The net proceeds from the issuance and sale of the Notes, together with cash on hand, will be used by the Company to fund the Indenture, Argo Group International Holdings, Ltd., a company organized under consummation of the laws of Bermuda Company’s offer to purchase for cash and related consent solicitation (the “GuarantorTender Offer”) any and all of its outstanding 8.375% Senior Notes dues 2015 (the “2015 Notes”), has agreed to fully and unconditionally guarantee the redemption (the “Guarantee” and, together with Redemption”) of any 2015 Notes not tendered in the Tender Offer. The issuance and sale of the Notes, the Tender Offer, the Redemption and the payment of transaction expenses, are referred to herein collectively, as the “Securities”) Transactions.” This Agreement, the DTC Agreement, the Notes and the Indenture are referred to each holder herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the Trustee conditions set forth herein, all payment obligations or a portion of the Company under Notes to purchasers (the Indenture“Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes are made is referred to as the “Time of Sale”). The Company Notes are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including any required informationthe exemptions afforded by Rule 144A). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 30, 2011 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 30, 2011 (the “Pricing Supplement”), setting forth information relating to the Company and describing the terms of the Notes, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Notes. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

Introductory. Argo Group USOption Care Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 500,000,000 aggregate principal amount of the Company’s 6.5004.375% Senior Unsecured Notes due 2042 2029 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have BofAS has agreed to act as representatives the representative of the several Underwriters (in such capacity, the “Representatives”) Initial Purchasers in connection with the offering and sale of the NotesNotes (the “Offering”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25October 27, 2012 2021 (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankAnkura Trust Company, National AssociationLLC, as trustee (the “Trustee”). Certain terms Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof). The payment of principal of, premium, if any, and interest on the Notes will be established guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to a supplemental indenture their guarantees (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “IndentureGuarantees”). Pursuant The Notes and the Guarantees attached thereto are herein collectively referred to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (as the “Guarantor”), has agreed Securities.” The Company intends to fully and unconditionally guarantee (use the “Guarantee” andproceeds from the Offering, together with the New First Lien Term Loan Facility (as defined below) and cash on hand, to refinance borrowings outstanding under the Existing First Lien Term Loan Facility (as defined below), and to pay fees and expenses in connection therewith and with the Offering. In addition, concurrently with this Offering, the Company intends to (i) amend or amend and restate the existing first lien credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, and the other lenders party thereto governing the Company’s existing first lien term loan facility (as amended, modified or supplemented on or prior to the date hereof, the “Existing First Lien Term Loan Facility”) to, among other things, provide $600 million of refinancing borrowings and extend its maturity to 2028 (the “New First Lien Term Loan Facility”), and (ii) amend the credit facility agreement dated as of August 6, 2019, by and among HC Group Holdings II, LLC, the Company (formerly known as Bioscrip, Inc.) and the guarantors party thereto from time to time, and Bank of America, N.A., as administrative agent, swing line lender and issuing bank, and the other lenders party thereto (as amended, modified or supplemented on or prior to the date hereof, the “ABL Credit Agreement”) governing the Company’s existing asset-based lending revolving credit facility (the “ABL Facility”) to, among other things, extend its maturity to 2026, decrease the applicable margin and align with the changes to the New First Lien Term Loan Facility (collectively, the “Refinancing Transactions”). The issuance and sale of the Notes, the issuance of the Guarantees, the Refinancing Transactions as described in the Pricing Disclosure Package, and the consummation of all other transactions contemplated by this Agreement and the Pricing Disclosure Package, and the payment of transaction costs, fees and expenses related to the foregoing are referred to herein collectively, as the “SecuritiesTransactions.” This Purchase Agreement (“Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) to each holder on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Notes and Securities are made is referred to as the Trustee all payment obligations “Time of the Company under the IndentureSale”). The Company Securities are to be offered and sold to or through the Guarantor have prepared and filed Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, 1933 (as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum, dated October 20, 2021 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2021 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering thereof from time to time in accordance with Rule 415 under memorandum dated the Securities Act. Such registration statement, including date hereof (the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Final Offering Memorandum”).

Introductory. Argo Group USPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 €600,000,000 aggregate principal amount of the CompanyIssuer’s 6.5001.375% Senior Notes due 2042 2020 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesDebt Securities”). ▇▇▇▇▇▇▇ Lynch▇, PierceSachs & Co., ▇.▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Securities plc, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, ▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇▇▇ Fargo”) & Co. International plc and The Royal Bank of Scotland plc, have agreed to act as representatives lead managers of the several Underwriters (in such capacity, the “RepresentativesLead Managers”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of September 25June 8, 2012 2011 (the “Base Indenture”), between among the CompanyIssuer, Prologis, Inc., a Maryland corporation, as the Guarantor parent guarantor (as defined below) the “Parent Guarantor”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms , as supplemented by the first supplemental indenture, dated as of the Notes will be established pursuant to a supplemental indenture June 8, 2011 (the “First Supplemental Indenture”) to ), the Base Indenture second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”), the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture”), the sixth supplemental indenture, dated as of December 3, 2013 (the “Sixth Supplemental Indenture”), and the seventh supplemental indenture, dated as of February 20, 2014 (the “Seventh Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services Limited, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a company organized under the laws of Bermuda senior basis (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “GuaranteeGuarantees” and, together with the NotesDebt Securities, the “Securities”) ), to each holder of Debt Securities, (i) the Notes full and to the Trustee all prompt payment obligations of the Company under principal of and any premium, if any, on any Debt Securities when and as the Indenture. The Company same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the Guarantor have prepared full and filed with prompt payment of any interest on any Debt Securities when and as the Securities same shall become due and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationpayable.

Introductory. Argo Group USTempur Sealy International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the other several underwriters Initial Purchasers named in Schedule A (the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 600,000,000 aggregate principal amount of the Company’s 6.5005.500% Senior Notes due 2042 2026 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇.▇. ▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have has agreed to act as representatives the representative of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of September 25, 2012 the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), between among the Company, the Guarantor Guarantors (as defined below) and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). Certain Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture registration rights agreement, to be dated on or prior to the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “GuarantorRegistration Rights Agreement”), has agreed to fully and unconditionally guarantee (among the “Guarantee” and, together with the NotesCompany, the “Securities”) Guarantors and the Initial Purchasers, pursuant to each holder of which the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Guarantors will be required to file with the Securities and Exchange Commission (as defined below), under the “Commission”circumstances set forth therein, (i) a registration statement on Form S-3 under the Securities Act (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), as defined below) relating to be used in connection with the public offering and sale another series of debt securities, including the Securities, and other securities of the Company under with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of 1933, as amendedthe Notes, and in each case, to use its reasonable best efforts to cause such registration statement(s) to be declared effective. All references herein to the rules Exchange Notes and regulations promulgated thereunder the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The (collectivelyi) issuance and sale of the Notes, (ii) issuance of the Guarantees, (iii) execution of the Registration Rights Agreement and the Indenture, (iv) repayment of the Company’s existing $375.0 million aggregate principal amount of 6.825% Senior Notes due 2020 as described in the Pricing Disclosure Package (as defined below) and (v) payment of all related fees and expenses are referred to herein collectively as the “Transactions.” This Agreement, the “Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities Act”), and the offering thereof from time Indenture are referred to time in accordance with Rule 415 under herein collectively as the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required information“Transaction Documents.”

Introductory. Argo Group US, Inc.Gulfport Energy Corporation, a Delaware corporation (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate Purchasers U.S.$350,000,000 principal amount of the Company’s 6.500its 6.625% Senior Notes due 2042 2023 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to under an indenture, to be dated as of September 25, 2012 the Closing Date (as defined below) (the “Base Indenture”), between the Company, the Guarantor Guarantors (as defined belowherein) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “TrusteeGuarantors” and such Guarantees, the “Guarantees”). Certain terms Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Scotia Capital (USA) Inc. (“Scotia Capital”) have agreed to act as the representatives (together, the “Representatives”) of the Purchasers in connection with the offering and sale of the Notes. The holders of the Notes will be established pursuant entitled to the benefits of a supplemental indenture Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda (the “GuarantorRegistration Rights Agreement”), has agreed pursuant to fully and unconditionally guarantee (which the “Guarantee” and, together with the Notes, the “Securities”) to each holder of the Notes and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed Guarantors agree to file with the Securities and Exchange Commission (the “Commission”) (a) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base ProspectusExchange Offer Registration Statement”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company ) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”), relating to another series of the Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and certain administrative terms (the “Exchange Notes”), to be offered in exchange for the Notes (the “Exchange Offer”) and (b) under certain circumstances, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Notes and the offering thereof from time related Guarantees. The Notes and the Guarantees are herein collectively referred to time in accordance as the “Offered Securities” and the Exchange Notes and related Guarantees are herein collectively referred to as the “Exchange Securities.” Each of the Company and the Guarantors hereby agrees with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationseveral Purchasers as follows:

Introductory. Argo Group USGeneral Motors Financial Company, Inc., a Delaware Texas corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A TD Securities (USA) LLC (the “UnderwritersUnderwriter”), acting severally and not jointly, the respective amounts set forth in such Schedule A of ) $125,000,000 750,000,000 aggregate principal amount of the Company’s 6.500% its Floating Rate Senior Notes due 2042 2020 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇Offered Securities”) and ▇▇▇▇▇ Fargo Securitiesto be issued under an indenture dated October 13, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities 2015 (as defined belowhereinafter defined) will be issued pursuant to an indenture, to be dated as of September 25, 2012 (the “Base Indenture”), between as supplemented by a supplemental indenture to be dated as of the Closing Date (the “Supplemental Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), among the Company, the Guarantor (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes The Offered Securities will be established pursuant to a supplemental indenture fully and unconditionally guaranteed (the “Supplemental IndentureGuarantee”) as to the Base Indenture (together with the Base Indenturepayment of principal, the “Indenture”). Pursuant to the Indentureinterest and premium, Argo Group International Holdingson an unsecured senior basis, Ltd.by AmeriCredit Financial Services, Inc., a company organized under the laws of Bermuda Delaware corporation (the “Guarantor”). The Offered Securities will have identical terms as the other debt securities of the same series issued on April 13, has agreed to fully and unconditionally guarantee 2017, in an aggregate principal amount of $750,000,000 (the “Guarantee” andExisting Securities”), together with other than their date of issue and their initial price to the Notespublic, and will trade interchangeably with, and will be assigned the same CUSIPs as, the “Securities”) to each holder Existing Securities immediately upon settlement. No holders of the Notes and to the Trustee all payment obligations securities of the Company have rights to the registration of such securities under the IndentureRegistration Statement (as defined below) or any other registration statement. The Company and the Guarantor have prepared and filed hereby agree with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, Underwriter as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationfollows:

Introductory. Argo Group USPenske Automotive Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $125,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2042 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “Notes”). for whom ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “▇▇▇▇▇▇▇ ▇▇▇▇▇Representative”) and ▇▇▇▇▇ Fargo Securitiesis acting as representative, LLC $500,000,000 principal amount of its 5.500% Senior Subordinated Notes due 2026 (the “▇▇▇▇▇ FargoNotes”) have agreed to act as representatives of the several Underwriters ). The Notes will be guaranteed (in such capacitycollectively, the “RepresentativesGuarantees”) in connection with the offering ), jointly and sale severally, by each of the Notessubsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities (as defined below) will be issued pursuant to an indenture, to be indenture dated as of September 25November 21, 2012 2014 (the “Base Indenture”), between among the Company, the Guarantor (as defined below) Guarantors and ▇▇▇▇▇ Fargo BankThe Bank of New York Mellon Trust Company, National AssociationN.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below), among the Company, the Guarantors, the Trustee and the Depositary. Certain terms of the Notes Securities will be established pursuant to a supplemental indenture dated as of the Closing Date (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). Pursuant to The use of the Indenture, Argo Group International Holdings, Ltd., a company organized under the laws of Bermuda neuter in this Underwriting Agreement (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “Guarantee” and, together with the Notes, the “SecuritiesAgreement”) to each holder of shall include the Notes feminine and to the Trustee all payment obligations of the Company under the Indenture. The Company and the Guarantor have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationmasculine wherever appropriate.

Introductory. Argo Group USPrologis, Inc.L.P., a Delaware corporation limited partnership (the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $125,000,000 500,000,000 aggregate principal amount of the CompanyIssuer’s 6.5003.350% Senior Notes due 2042 2021 (together with any of the Company’s 6.500% Senior Notes due 2042 that are offered pursuant to the option described in Section 2(a) below, the “NotesDebt Securities”). ▇▇▇▇▇▇▇, Sachs & Co., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Incorporated, Deutsche Bank Securities Inc. and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇ Fargo SecuritiesSecurities LLC, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Securities (as defined below) ). The Securities will be issued pursuant to an indenture, to be dated as of September 25June 8, 2012 2011 (the “Base Indenture”), between among the CompanyIssuer, Prologis, Inc., a Maryland corporation, as the Guarantor parent guarantor (as defined below) the “Parent Guarantor”), and ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). Certain terms , as supplemented by the first supplemental indenture, dated as of the Notes will be established pursuant to a supplemental indenture June 8, 2011 (the “First Supplemental Indenture”), the second supplemental indenture, dated as of June 8, 2011 (the “Second Supplemental Indenture”), the third supplemental indenture, dated as of June 8, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of June 8, 2011 (the “Fourth Supplemental Indenture”) to and the Base Indenture fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture,” and together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, dated June 3, 2011 (the “Parent Guarantor DTC Agreement”), between the Parent Guarantor and the Depositary and the Letter of Representations, dated June 3, 2011 between the Issuer and the Depositary (the “Issuer DTC Agreement,” and together with the Parent Guarantor DTC Agreement, the “DTC Agreements”). Pursuant to the Indenture, Argo Group International Holdings, Ltd., the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a company organized under the laws of Bermuda senior basis (the “Guarantor”), has agreed to fully and unconditionally guarantee (the “GuaranteeGuarantees” and, together with the NotesDebt Securities, the “Securities”) ), to each holder of Debt Securities, (i) the Notes full and to the Trustee all prompt payment obligations of the Company under principal of and any premium, if any, on any Debt Securities when and as the Indenture. The Company same shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the Guarantor have prepared full and filed with prompt payment of any interest on any Debt Securities when and as the Securities same shall become due and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-183957), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including any required informationpayable.