Common use of Introductory Clause in Contracts

Introductory. Champion Enterprises, Inc., a Michigan corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesDeutsche Floorplan Receivables, Inc.L.P., a Michigan corporation Delaware limited partnership ("Deutsche FRLP"), proposes to sell $____________ Floating Rate Asset Backed Certificates, Series 1996-1, Class A and $____________ Floating Rate Asset Backed Certificates, Series 1996-1, Class B (the "CompanyOffered Certificates") of the Deutsche Floorplan Receivables Master Trust (the "Trust"). Each Offered Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of receivables (collectively, the "Receivables") transferred and sold by Deutsche Financial Services Corporation, a Nevada corporation (together with its successors in interest, "DFS"), proposesand Deutsche Business Services Corporation, subject a Missouri corporation (together with its successors in interest, "Deutsche BSC") to Deutsche FRLP pursuant to a Receivables Contribution and Sale Agreement (as supplemented and amended from time to time, the "Receivables Contribution and Sale Agreement") amended and restated as of March 1, 1994 among DFS, Deutsche BSC and Deutsche FRLP, and subsequently transferred and sold by Deutsche FRLP to the terms Trust pursuant to a Pooling and conditions stated hereinServicing Agreement (as supplemented and amended from time to time, to issue the "P&S"), amended and sell to restated as of October 1, 1996, among Deutsche FRLP, as the several initial purchasers named in Schedule A hereto Seller, DFS, as the Servicer, and Chase Manhattan Bank, as trustee (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "NotesTrustee"). The Notes Offered Certificates will be unconditionally guaranteed (eachissued pursuant to the P&S and the Series 1996-1 Supplement to the P&S to be dated as of October 1, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto 1996 (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "IndentureSupplement"), among Deutsche FRLP, DFS and the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes P&S and the Subsidiary Guaranties Supplement are together collectively referred to as the "Pooling and Servicing Agreement". In addition, $____________ Floating Rate Asset Backed Certificates, Series 1996-1, Class C (the "Class C Certificates" and, together with the Offered Securities." Certificates, the "Certificates"), will be issued pursuant to the Pooling and Servicing Agreement. The United States Securities Act of 1933 is herein Receivables Contribution and Sale Agreement and the Pooling and Servicing Agreement are collectively referred to as the "Securities ActDesignated Agreements"." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesEXCO Resources, Inc., a Michigan Texas corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 U.S. $350,000,000 principal amount of its 7 5/871/4% Senior Notes Due 2009 due 2011 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary GuarantyOffered Securities") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, dated as of May 3January 20, 1999 2004 (the "Indenture"), among the Company, the Subsidiary EXCO Guarantors (as defined herein) and Wilmington Trust Company, as Trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). As part of the transactions (the "Transactions") as defined in the Preliminary Offering Circular (as defined below), NCE Acquisition, Inc., a Delaware corporation, ("NCE Acquisition") and a wholly-owned subsidiary of the Company, has made a tender offer (the "Tender Offer") for all of the outstanding common stock of North Coast Energy, Inc., a Delaware corporation ("NCE"), and, following consummation of the Tender Offer, will merge with and into NCE with NCE as the surviving corporation (the "Merger"), pursuant to and on the terms and conditions contained in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 26, 2003, as amended and restated on December 4, 2003, among the Company, NCE Acquisition, NCE and Nuon Energy & Water Investments, Inc. ("NEW"). Concurrently with the consummation of the Merger, (1) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will execute counterparts to this Agreement (the "Counterparts to this Agreement") and the Registration Rights Agreement (as defined below) (the "Counterparts to the Registration Rights Agreement"), which will cause the obligations of NCE Acquisition under this Agreement and the Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by NCE and its domestic subsidiaries, (2) NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will enter into a supplemental indenture relating to the Indenture (the "Supplemental Indenture"), which Supplemental Indenture will cause the NCE Guarantors to guarantee the Offered Securities, and (3) the Company and certain subsidiaries of the Company will enter into an amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribus, as syndication agent, and the lenders named therein, and Addison Energy, Inc., an Alberta, Canada corporation ("Addison Energy"), will enter into an amended and restated credit agreement with Bank ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the lenders named therein (both credit agreements with the related guaranties and security documents, the "Amended Credit Facility"). The Amended Credit Facility will replace the existing credit agreement among the Company, Bank One, NA, as administrative agent, BNP Paribas and JPMorgan Chase Bank, as co-syndication agents, and the lenders named therein, and the existing credit agreement among Addison Energy and ▇▇▇▇ ▇▇▇, ▇▇, ▇▇▇▇▇▇ Branch, as administrative agent, BNP Paribas (Canada) and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ Branch, as co-syndication agents, and the lenders named therein (both existing credit agreements with the related guaranties and security documents, the "Existing Credit Agreement"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries (the "EXCO Guarantors") and, immediately upon consummation of the Merger and execution of the Supplemental Indenture, by the NCE Guarantors. The NCE Guarantors and The First National Bank of Chicago, as Trustee. The Notes the EXCO Guarantors are listed on Schedule B hereto and the Subsidiary Guaranties are together collectively referred to as the "Guarantors"). If the Closing Date (as defined below) occurs prior to the consummation of the Tender Offer, the Company will, on the Closing Date, deposit with Wilmington Trust Company (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities." , together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Tender Offer is either terminated or not consummated on or prior to March 4, 2004 or the Merger Agreement is terminated at any time prior thereto, the Company will redeem the Offered Securities at a redemption price equal to 100% of the principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Tender Offer is consummated on or prior to March 4, 2004, the Escrowed Funds will be released to the Company in accordance with the terms of the Escrow Agreement (the "Escrow Agreement") among the Company, the EXCO Guarantors and the Escrow Agent. The United States Offered Securities Act will on the Closing Date (as defined below) be secured on a second-priority basis by certain collateral (the "Collateral") as described in the Offering Document (as defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement to be dated as of 1933 is herein January 20, 2004 among the Company, the EXCO Guarantors, Bank One, NA, as credit agent ("Credit Agent"), and the Trustee (the "Intercreditor Agreement"), the Pledge Agreement between the Company and the Trustee, as collateral agent (in such capacity, the "Collateral Agent"), to be dated as of January 20, 2004 (the "Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). The Trustee, the Collateral Agent and each holder of the Offered Securities and the successors and assigns of the foregoing are collectively referred to as the "Secured Parties". This Agreement (including the Counterparts to this Agreement), the Indenture, the Supplemental Indenture, the Offered Securities, the Exchange Securities Act(as defined in the Registration Rights Agreement referred to below), the Registration Rights Agreement (including the Counterparts to the Registration Rights Agreement), the Escrow Agreement and the Security Documents are sometimes referred to in this Agreement collectively as the "Operative Documents." Holders (including subsequent transferees) The Merger Agreement and the Amended Credit Facility are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Notes Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger; provided, however, that for purposes of the representations and warranties set forth in Section 2 hereof insofar as they relate to NCE and its subsidiaries, it is agreed and understood that the Company and the EXCO Guarantors are making such representations and warranties to the best of their knowledge. The holders of the Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement Agreement, to be dated as of January 20, 2004 among the Company, the EXCO Guarantors and the Purchasers (the "Registration Rights Agreement") of even date hereof), among for so long as such Offered Securities constitute "Transfer Restricted Securities" (as defined in the CompanyRegistration Rights Agreement). Pursuant to the Registration Rights Agreement, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agrees to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement under registering the Securities Act (the "Exchange Offer Registration Statement") registering an issue resale of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (. Following the "Exchange Tender Offer"). This Agreement, the Indenture and NCE Guarantors will become parties to the Registration Rights Agreement are referred pursuant to herein collectively as the "Operative Documents." Counterparts to the Registration Rights Agreement. The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Alion Science and Technology Corporation, a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Credit Suisse Securities (USA) LLC (the "Purchasers"initial “Purchaser”) U.S.$200,000,000 310,000 units (the “Units”), each Unit consisting of $1,000 principal amount of its 7 5/8the Company’s 12% Senior Secured Notes Due 2009 due 2014 (the "“Notes"”) and one warrant (each, a “Warrant” and collectively, the “Warrants”) to purchase approximately 1.9439 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3March 22, 1999 2010 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First National Bank of ChicagoWilmington Trust Company, as Trustee. The Warrants will be issued under a warrant agreement, dated as of March 22, 2010 (the “Warrant Agreement”), between the Company and Wilmington Trust Company, as warrant agent (the “Warrant Agent”). The Units, the Notes and the Subsidiary Guaranties Warrants are together collectively referred to herein as the "“Offered Securities." ” The United States Securities Act of 1933 1933, as amended, is herein referred to as the "“Securities Act." Holders ” The Notes will be guaranteed, on a senior secured basis, jointly and severally by those subsidiaries of the Company listed in the attached Schedule B hereto (including subsequent transfereesthe “Guarantors”) and will be secured by certain collateral as described in the Preliminary Offering Circular (as defined below) and the Offering Circular (as defined below) (the “Collateral”), and as will be more fully described in the security agreements and/or other documents or instruments evidencing or creating or purporting to create a security interest (collectively, the “Security Documents”) to be dated as of the Closing Date (as defined below), among the Company, the Guarantors, Wilmington Trust Company, as trustee and collateral agent (the “Collateral Agent”). In addition, the Company, the lenders and Credit Suisse AG, as administrative agent for the lenders under the Credit Agreement dated as of March 22, 2010 (the “Revolving Credit Facility”), will enter into an intercreditor agreement as the same may be amended, supplemented or otherwise modified from time to time (the “Intercreditor Agreement”) to be dated as of the Closing Date. The Intercreditor Agreement and the Security Documents are hereinafter referred to collectively as the “Ancillary Documents.” The holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement (dated as of the "Registration Rights Agreement") of even date hereofClosing Date, among the Company, the Subsidiary Guarantors and the PurchasersPurchaser (the “Registration Rights Agreement”), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agrees to file a registration statement with the Securities and Exchange Commission (the "“Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical exchange offer for, or, in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 the resale of, the Notes under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture The Company and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Guarantors, jointly and severally, hereby agrees agree with the several Purchasers Purchaser as follows:

Introductory. Champion Enterprises, Inc.Matador Resources Company, a Michigan Texas corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $175,000,000 aggregate principal amount of its 7 5/8the Company’s 6.875% Senior Notes Due 2009 due 2023 (the "“Notes"”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes will be unconditionally guaranteed (eachissued pursuant to that certain indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3April 14, 1999 2015 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First ▇▇▇▇▇ Fargo Bank, National Bank of ChicagoAssociation, as trustee (the “Trustee”), pursuant to which the Issuers previously issued, on April 14, 2015, $400,000,000 in aggregate principal amount of their 6.875% Senior Notes due 2023. 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of December 9, 2016 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstancesto the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under of the Securities ActAct relating to the resale by certain holders of the Notes, and (b) in each case, to offer use its reasonable best efforts to exchange Offered Securities for 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 terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the "Exchange Offer"“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.” This Agreement, the Indenture Registration Rights Agreement, the Securities, the Exchange Securities, and the Registration Rights Agreement Indenture are referred to herein collectively as the "Operative “Transaction Documents." ” The Company hereby 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 (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 several Purchasers Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, 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 December 5, 2016 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated December 6, 2016 (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 memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. Champion Enterprises, Inc.Banc of America Funding Corporation, a Michigan Delaware corporation (the "Company"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Banc of America Securities LLC ("BAS" or the several initial purchasers named "Underwriter") $731,415,299 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the "PurchasersOffered Certificates") U.S.$200,000,000 principal amount having the aggregate initial Class Certificate Balances or 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 Notional Amount within such range to be determined by the Company in its 7 5/8% Senior Notes Due 2009 sole discretion). The Offered Certificates, together with the Class 1-B-4, Class 1-B-5, Class 1-B-6, Class T2-B-1, Class T2-B-2, Class CE and Class P Certificates (the "NotesNon-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 180 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 October 30, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. The Notes 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 balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be unconditionally guaranteed made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "Subsidiary GuarantyREMIC") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and ). The Certificates are to be issued under an indenture pursuant to a pooling and servicing agreement, dated as of May 3October 30, 1999 2006 (the "IndenturePooling and Servicing Agreement"), among the Company, the Subsidiary Guarantors and The First as depositor, U.S. Bank National Bank of ChicagoAssociation, as trustee (the "Trustee"), and ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"). The Notes 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 Subsidiary Guaranties purchase agreement, to be dated October 30, 2006, by and between BAS, as purchaser, and the Company (the "Purchase Agreement") are together collectively referred to herein as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Basic Documents." The Company hereby agrees with Capitalized terms used herein that are not otherwise defined herein have the several Purchasers as follows:meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. Champion EnterprisesSantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Santander Consumer USA Inc., a Michigan an Illinois corporation (the "Company"“SC”), proposesconfirm their agreement with Citigroup Global Markets Inc. (the “Representative”), subject as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2024-1, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and conditions stated hereinCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to issue and sell to the several initial purchasers named Underwriters the Issued Notes specified in Schedule A hereto Section 3 of the Terms Exhibit (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "“Notes"”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be unconditionally guaranteed (eachcollateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"“Purchase Agreement”), among between the CompanySeller and SC, and will be conveyed to the Subsidiary Guarantors Issuer by the Seller pursuant to the Sale and The First National Bank of Chicago, as TrusteeServicing Agreement. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) terms of the Notes will be entitled are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the benefit of a Registration Rights Agreement (the "Registration Rights Sale and Servicing Agreement") of even date hereof, among the Company, the Subsidiary Guarantors . The Seller has prepared and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file filed with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under in accordance with the provisions of the Securities Act (of 1933, as amended, and the "Exchange Offer Registration Statement") registering an issue of senior notes rules and regulations of the Company guaranteed by Commission thereunder (collectively, the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances“Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 415 430D under the Securities Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreementsupplemented, the Indenture “Prospectus”) relating to the Notes and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentsmethod of distribution thereof." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, ▇▇▇▇▇▇▇▇▇ & Co Inc., a Michigan Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Credit Suisse First Boston LLC (the "PurchasersInitial Purchaser") U.S.$200,000,000 (i) $200,000,000 principal amount of its 7 5/891/2% Senior Notes Due due 2009 (the "2009 Notes"). The ) and (ii) $260,000,000 principal amount of its 11% Senior Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto due 2012 (the "Subsidiary Guarantors2012 Notes" and, together with the 2009 Notes, the "Offered Securities") and are to be issued under an indenture dated as of May 318, 1999 2004 (the "Indenture"), among between the Company, the Subsidiary Guarantors Company and The First U.S. Bank National Bank of ChicagoAssociation, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as trustee (the "Offered Securities." The Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 is herein referred to as (the "Securities Act." Holders (including subsequent transferees) "), and hereby agrees with the Initial Purchaser as follows. The holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement of even date herewith between the Company and the Initial Purchaser (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agrees to file (i) a registration statement ("Exchange Offer Registration Statement") with the Securities and Exchange Commission (the "Commission") with respect to a proposed offer (ithe "Registered Exchange Offer") to the holders of the Offered Securities, to issue and deliver to such holders, in exchange for the Offered Securities, a registration statement under the Securities Act like aggregate principal amount of debt securities (the "Exchange Offer Registration StatementSecurities") registering an issue of senior notes of the Company guaranteed by issued under the Subsidiary Guarantors (the "Exchange Notes") which shall be Indenture and identical in all material respects to the Offered Securities (except for the transfer restrictions relating to the Offered Securities and certain other provisions discussed in Section 6 of the Registration Rights Agreement) that would be registered under the Exchange Notes will not contain terms with respect to transfer restrictions) Securities Act, and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and Act under certain circumstances specified in the Registration Rights Agreement are referred to herein collectively as the "Operative DocumentsAgreement." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc., a Michigan corporation Onyx Acceptance Financial Corporation (the "Company"), proposes, subject ) proposes to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto cause Onyx Acceptance Grantor Trust 1998-1 (the "PurchasersTrust") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 to sell to Merr▇▇▇ ▇▇▇ch, Pier▇▇, ▇▇nn▇▇ & ▇mit▇ ▇▇▇orporated (the "NotesRepresentative") and Solomon Brothers Inc. (together with the Representative the "Underwriters") ____% Auto Loan Pass-Through Certificates, Series 1998-1 (the "Certificates"). The Notes Certificates will be unconditionally guaranteed (each, issued pursuant to a "Subsidiary Guaranty") on an unsecured, senior basis by each of Pooling and Servicing Agreement between the Company's subsidiaries listed on Schedule B hereto , as Seller, Onyx Acceptance Corporation as Servicer (the "Subsidiary GuarantorsServicer" or ") and are to be issued under an indenture Onyx"), Bankers Trust Company as Trustee (the "Trustee"), dated as of May 3March 1, 1999 1998 (the "IndenturePooling and Servicing Agreement"), . Pursuant to an insurance and reimbursement agreement (the "Insurance Agreement") among the Company, Onyx Acceptance Corporation, the Subsidiary Guarantors Trustee and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as MBIA Insurance Corporation (the "Offered Securities." The United States Securities Act of 1933 is herein referred to as Insurer"), the Insurer has issued its financial guarantee insurance policy (the "Securities Act." Holders (including subsequent transfereesGuarantee") of to the Notes will be entitled to Trustee for the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") Certificateholders guaranteeing timely payment of even date hereofinterest and principal on the Certificates. The assets of the Trust will include, among the Companyother things, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act pool (the "Exchange Offer Registration StatementContract Pool") registering an issue of senior notes fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Contracts to be sold to the Trust by the Seller and serviced by the Servicer, (ii) the Guarantee, (iii) security interests in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) all amounts on deposit in the Collection Account, (v) the right of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect cause Onyx to transfer restrictions) and (ii) repurchase certain Contracts under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (bvi) all proceeds of the foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is equal to offer to exchange Offered Securities for Exchange Notes the outstanding principal balance of Contracts as of March 1, 1998 (the "Exchange OfferCut-Off Date"). This Capitalized terms used herein and not otherwise herein defined shall have the meanings assigned to such terms in the Pooling and Servicing Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." . The Company hereby agrees with the several Purchasers Underwriters, as follows:

Introductory. Champion EnterprisesThe CIT Group Securitization Corporation III, a Delaware corporation (the "Depositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group, Inc., a Michigan Delaware corporation (the "CompanyCIT"), proposesand CIT (collectively, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersRegistrants") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, have previously filed a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $1,000,000,000 of home equity loan asset backed certificates, all or a portion of which may be supported by a limited guarantee of CIT. Each of such certificates and the limited guarantee of CIT are registered under the registration statement referred to in Section 2(a) (collectively, the "Registered Securities") and the Depositor has authorized the issuance and sale to the Underwriters of the Home Equity Loan Asset Backed Certificates, Series 1998-1 listed on Schedule I hereto (the "CommissionOffered Certificates," and, together with the Class B-2, Class B-3, Class B-4, Class IO-X1, Class IO-X2 and Class R-1 and Class R-2 Certificates, the "Certificates") evidencing interests in a pool (the "Mortgage Loan Pool") of certain home equity loans (the "Mortgage Loans"). The Certificates will be issued under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be dated as of July 1, 1998 among the Depositor, The CIT Group/Consumer Finance, Inc. ("CITCF" or "Master Servicer") a Delaware corporation and a wholly-owned subsidiary of CIT and The Bank of New York, as trustee (the "Trustee"). The Certificates will evidence specified interests in the Mortgage Loans and certain other property held in trust with respect to such Certificates. The Mortgage Loans and certain other assets of a Trust (the "Trust") will be sold by CITCF to the Depositor pursuant to a Purchase Agreement (the "Purchase Agreement") to be dated as of July 1, 1998 between CITCF and the Depositor and, in turn, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CITCF to the Depositor will first be purchased by CITCF from (i) The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a registration statement under the Securities Act Purchase Agreement to be dated as of July 1, 1998 (the "Exchange Offer Registration StatementCITCF-NY Sale Agreement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) between CITCF-NY and CITCF and (ii) under certain circumstancesThe CIT Group/Sales Financing, a shelf registration statement Inc. ("CITSF") pursuant to Rule 415 under the Securities Acta Purchase Agreement to be dated as of July 1, and (b) to offer to exchange Offered Securities for Exchange Notes 1998 (the "Exchange OfferCITSF Sale Agreement") between CITSF and CITCF. [CITCF will enter into a subservicing agreement with CITSF (the "Sub-Servicer") dated as of July 1, 1998 (the "Subservicing Agreement") pursuant to which CITSF will perform certain of the servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement. The firm or firms listed on the attached Schedule I hereto which agreed to purchase the Offered Certificates are hereinafter referred to as the Underwriters (the "Underwriters") of such Offered Certificates, and the representative of the Underwriters to whom this Underwriting Agreement (the "Agreement") is addressed is hereinafter referred to as the Representative (the "Representative"). This Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, a Michigan Massachusetts corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to BofA Securities, Inc. (“BofAS”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of its 7 5/8the Company’s 5.500% Senior Notes Due 2009 due 2025 (the "“Notes"”). BofAS has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 311, 1999 2020 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First ▇▇▇▇▇ Fargo Bank, National Bank of ChicagoAssociation, as trustee (the “Trustee”). The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to issued only in book-entry form in the benefit name of a Registration Rights Agreement Cede & Co., as nominee of The Depository Trust Company (the "Registration Rights “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") of even date hereof”), among the Company, the Subsidiary Guarantors Trustee and the PurchasersDepositary. 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) ▇▇▇▇▇▇’▇, Inc., a Delaware corporation (the “Parent Guarantor”) and the other 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 which their guarantees (the Company “Guarantees”). The Notes and the Subsidiary Guarantors will Guarantees attached thereto are herein collectively referred to as the “Securities.” This Purchase Agreement (this “Agreement”), the DTC 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”) 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 obligated (a) offered and sold to file or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (i) a 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 statement requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (the "Exchange Offer Registration Statement"“Rule 144A”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 or Regulation S under the Securities ActAct (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated May 6, 2020 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement, dated May 6, 2020 (the "Exchange Offer"“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. This AgreementThe 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 Indenture Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the Registration Rights Agreement are referred to herein collectively as date hereof (the "Operative Documents“Final Offering Memorandum”)." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.CNX Resources Corporation, a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers named in Schedule A hereto you (the "Purchasers") U.S.$200,000,000 “Initial Purchaser”), $500,000,000 aggregate principal amount of its 7 5/8the Company’s 6.00% Senior Notes Due 2009 due 2029 (the "“Notes"”). The Notes Securities (as defined below) will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on issued pursuant to an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto indenture (the "Subsidiary Guarantors") and are “Indenture”), to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"as defined in Section 2 hereof), among the Company, the Subsidiary Guarantors (as defined below) named therein as parties thereto and The First National Bank of ChicagoUMB Bank, N.A., as trustee (in such capacity, the “Trustee”). The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) pursuant to a letter of representations, to be dated on or before the benefit of a Registration Rights Agreement Closing Date (the "Registration Rights “DTC Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors Trustee and DTC. The payment of principal of, premium, if any, and interest on the Purchasers, pursuant to which the Company and the Subsidiary Guarantors Notes will be obligated fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (a) the entities listed on the signature pages hereof as “Guarantors” (the “Current Guarantors”) and (b) any subsidiary of the Company formed or acquired after the Closing Date that is required to file execute a supplemental indenture to provide a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”). The Notes and the Guarantees are herein referred to as the “Securities.” The Company understands 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 agrees 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 Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933 (i) a as amended, 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 statement requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (the "Exchange Offer Registration Statement"“Rule 144A”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 or Regulation S under the Securities ActAct (“Regulation S”)). The Company has prepared and delivered to the Initial Purchaser copies of a Preliminary Offering Memorandum, dated November 24, 2020 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes the Initial Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex III (the "Exchange Offer"“Pricing Supplement”), describing the terms of the Securities, each for use by the 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 Purchase Agreement (this “Agreement”) is executed and delivered, the Company will prepare and deliver to the Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Indenture Securities and the Registration Rights Agreement Indenture are collectively referred to herein collectively as the "Operative “Transaction Documents." ” The Company hereby agrees confirms its agreements with the several Purchasers Initial Purchaser as follows:

Introductory. Champion Enterprises, Inc.Terex Corporation, a Michigan Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 U.S.$150,000,000 principal amount of its 7 5/88-7/8% Senior Subordinated Notes Due 2009 due 2008 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, to be dated as of May 3March 31, 1999 1998 (the "Indenture"), among between the Company, the Subsidiary Guarantors guarantors named therein and The First National Bank United States Trust Company of ChicagoNew York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., M&M Enterprises of Baraga, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Aerials, Inc., Terex Baraga Products, Inc., Terex Cranes, Inc., Terex Mining Equipment, Inc., Terex-RO Corporation, and Terex-Telelect, Inc. (the "Guarantors," and together with the Company, the "Issuers"). The Notes and For purposes of this agreement, (i) the Subsidiary Guaranties are together referred to as 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 O&K Mining GmbH and its subsidiaries. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Pursuant to the agreement dated as of December 18, 1997 (the "Acquisition Agreement"), by and among Terex Mining Equipment Inc. and O&K ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Aktiengesellshaft ("▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇"), among other things, (i) the Company will indirectly acquire all of the outstanding stock of O&K Mining GmbH ("O&K Mining") and (ii) O&K Mining will become a wholly owned indirect subsidiary of the Company (the above transactions are herein referred to as the "Acquisition"). The net proceeds of the offering of the Notes will be used, together with a portion of the borrowings under the New Credit Facility (as defined below), to finance the Acquisition. At or prior to the issuance and sale of the Notes, the Issuers intend to complete a refinancing plan (the "Refinancing Plan"). The principal elements of the Refinancing Plan are: (i) the issuance and sale of the Notes; (ii) the offer to purchase any and all of the outstanding 13 1/4% Senior Secured Notes due May 15, 2002 (the "Existing Notes") and the solicitation of consents from holders of such Existing Notes (together with offer to purchase the Existing Notes, the "Offer") pursuant to an Offer to Purchase and Consent Solicitation dated February 2, 1998 (the "Offer to Purchase"); (iii) entering into a new secured global credit facility consisting of up to approximately an aggregate of $375 million of term loan facilities and up to approximately an aggregate of $125 million of revolving credit facilities (the "New Credit Facility") with the agents and lenders named therein; and (iv) the repayment in full of indebtedness under the Company's existing domestic and certain of its foreign secured revolving credit facilities (the "Existing Credit Facilities") and the termination of such facilities. Holders (including subsequent transferees) of the Notes will be entitled to have the benefit of a registration rights set forth in the Registration Rights Agreement (the "Registration Rights Agreement") ), to be dated the Closing Date (as hereinafter defined), in substantially the form of even date hereofExhibit A hereto. Pursuant to the Registration Rights Agreement, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior subordinated notes of identical in all material respects to the Company guaranteed by the Subsidiary Guarantors Notes (the "Exchange Notes") which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the "Exchange Notes will not contain terms with respect to transfer restrictionsOffer") and (ii) under certain circumstancesthe circumstances set forth therein, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes Act (the "Exchange OfferShelf Registration Statement"). This Agreement, the Indenture, the Offered Securities, the Registration Rights Agreement, the Acquisition Agreement, the Offer to Purchase and the supplemental indenture entered into in connection therewith (the "Supplemental Indenture"), 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," and the Acquisition, the Offer, the execution and delivery of the Bank Agreements, the repayment and termination of the Existing Credit Facilities, the execution and delivery of the Indenture and the Registration Rights Agreement issuance and sale of the Offered Securities are sometimes referred to herein collectively herein, individually, as a "Transaction" and collectively, as the "Operative DocumentsTransactions." The Company Each of the Issuers, jointly and severally, hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesContinental Airlines, Inc., a Michigan Delaware corporation (the "Company"), proposes, subject proposes to issue and sell to Lehman Brothers Inc. (▇▇▇ "Initial Purchaser") $250,000,000 aggregate principal amount of its 9 1/2 % Senior Notes due 2001 (the "Notes") on the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under pursuant to an indenture to be dated as of May 3December 10, 1999 1996 (the "Indenture") between the Company and the trustee named therein (the "Trustee"). Capitalized terms used but not defined herein have the meanings to be assigned to them in the Offering Memorandum (as defined below) or the Indenture. The Company understands that the Initial Purchaser proposes to make an offering of the Notes on the terms, among subject to the Company, conditions and in the Subsidiary Guarantors manner to be set forth in the Offering Memorandum and The First National Bank of ChicagoSection 4 hereof, as Trusteesoon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement Agreement, in a form reasonably satisfactory to the Initial Purchaser (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers), pursuant to which the Company and will file a registration statement (the Subsidiary Guarantors will be obligated (a"Registration Statement") to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under registering the Securities Act (the "Exchange Offer Notes referred to in such Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors Rights Agreement (the "Exchange Notes") which shall be identical in all material respects to or the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers Initial Purchaser as follows:

Introductory. Champion EnterprisesCommVault Systems, Inc., a Michigan Delaware corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to 6,148,148 shares of its Common Stock, par value $0.01 per share ("SECURITIES"), and the several initial purchasers named stockholders listed in Schedule A hereto (the "PurchasersSELLING STOCKHOLDERS") U.S.$200,000,000 principal amount propose severally to sell an aggregate of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each 4,962,963 outstanding shares of the Company's subsidiaries listed on Schedule B hereto Securities (the "Subsidiary Guarantors") and are to be issued under an indenture dated as such 11,111,111 shares of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together Securities being hereinafter referred to as the "Offered Securities." The United States FIRM SECURITIES"), to the Underwriters (as defined below), for whom Credit Suisse Securities Act (USA) LLC and ▇▇▇▇▇▇▇, Sachs & Co. are acting as representatives ("REPRESENTATIVES"). Certain of 1933 is herein the Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,666,667 additional outstanding shares of the Company's securities (with each Selling Stockholder selling the number of Optional Securities (as defined below) set forth opposite its name on Schedule A), in each case as set forth below (such 1,666,667 additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities Act." Holders (including subsequent transferees) and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the Notes will be entitled to the benefit of a Registration Rights Agreement offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the "Registration Rights AgreementDESIGNATED UNDERWRITER") has agreed to reserve out of even date hereofthe Firm Securities purchased by it under this Agreement, among up to 890,952 shares for sale to the holders of the Company's Series CC preferred stock (collectively, the Subsidiary Guarantors and "PARTICIPANTS"), as set forth in the Purchasers, Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by 7:00 A.M (Eastern Standard Time) on the day following the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Selling Stockholders hereby agrees agree with the several Purchasers Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:

Introductory. Champion Enterprises, Inc.Perpetual Trustees Consolidated Limited (ABN 81 004 029 841), a Michigan corporation limited liability public company under the Corporations Law of Victoria, Australia in its capacity as trustee of the Crusade Global Trust No. 2 of 2001 (the "CompanyISSUER TRUSTEE") at the direction of Crusade Management Limited (ABN 90 072 715 916), as manager (the "TRUST MANAGER") of Crusade Global Trust No. 2 of 2001 (the "TRUST") proposes to sell to the several Underwriters listed in Schedule I hereto (the "UNDERWRITERS"), proposesfor whom you are acting as representative (the "REPRESENTATIVE"), subject U.S.$[____________] principal amount of Class A Mortgage Backed Floating Rate Notes (the "CLASS A NOTES" or the "NOTES") issued by the Trust. Each Note will be secured by the assets of the Trust. The assets of the Trust include, among other things, a pool of variable and fixed rate residential housing loans (the "HOUSING LOANS") originated or acquired by ▇▇.▇▇▇▇▇▇ Bank Limited (ABN 92 055 513 070) ("▇▇.▇▇▇▇▇▇") including all monies at any time paid or payable thereon or in respect thereof from, after [__________], 2001 (the "CUT-OFF DATE") with respect to payments of principal and after the Closing Date (as defined herein) with respect to payments of interest, rights under certain insurance policies with respect to the Housing Loans, the Collection Account and the rights of the Issuer Trustee under the Basic Documents. The Trust will be created pursuant to the Master Trust Deed, dated March 14, 1998 (the "MASTER TRUST DEED") and a supplementary terms notice, to be dated on or about [____________], 2001 (the "SUPPLEMENTARY TERMS NOTICE"), each among the Issuer Trustee, ▇▇.▇▇▇▇▇▇ and the Trust Manager, which sets forth specific provisions regarding the Trust and details the provisions of the Notes. The Note Trust Deed, to be dated on or about [_____________], 2001 (the "NOTE TRUST DEED") by and among the Issuer Trustee, the Trust Manager and Wilmington Trust Company (the "NOTE TRUSTEE") provides for the issuance and registration of the Notes in accordance with the terms and conditions stated herein, to issue attached thereto. ▇▇.▇▇▇▇▇▇ will act as seller and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:as

Introductory. Champion Enterprises, Inc.Inmarsat Finance II plc, a Michigan corporation public limited company incorporated under the laws of England and Wales (the "“Issuer”), and an indirect subsidiary of Inmarsat Group Holdings Limited (the “Company"”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers Purchasers named in Schedule A hereto (the "“Purchasers"”) U.S.$200,000,000 $450,000,000 principal amount at maturity of its 7 5/810 3/8% Senior Discount Notes Due 2009 due 2012 (the "“Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty"”) on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, dated the Closing Date (as of May 3, 1999 defined below) (the "“Indenture"”), among between the CompanyIssuer, the Subsidiary Guarantors Guarantor (as defined below) and The First National Bank of ChicagoNew York, as Trustee. The Notes will initially be represented by one or more global securities in bearer form without interest coupons attached (the “Global Securities”), which will be issued by the Issuer and deposited with The Bank of New York, as depositary (the “Book-Entry Depositary”), pursuant to a deposit agreement (the “Deposit Agreement”) of even date with the Indenture between the Issuer, the Book-Entry Depositary and the Subsidiary Guaranties holders and beneficial owners of certificateless depositary interests (the “CDIs”) in the Notes. References herein to the Notes (other than references to the Notes in Section 2(j)) shall, unless the context otherwise requires, include the Global Notes, the CDIs issued under the Deposit Agreement and the book-entry interests therein. The Notes will be guaranteed (the “Guarantee”) by Inmarsat Holdings Limited (the “Guarantor”). The Notes and the Guarantee are together herein collectively referred to as the "“Offered Securities." ” The gross proceeds from the Offered Securities will be loaned by the Issuer to the Guarantor, which will use the proceeds to: (i) repurchase or otherwise retire an amount of approximately $290 million euro equivalent accreted principal amount of the subordinated preference certificates issued by the Guarantor on December 30, 2003 (“Subordinated Preference Certificates”), and (ii) to pay fees and expenses of the offering of the Offered Securities. The Issuer and the Guarantor understand that the Purchasers propose to make an offering of the Offered Securities on the terms and in the manner set forth herein and agree that the Purchasers 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 this Agreement has been executed and delivered. The Offered Securities are to be offered, purchased and resold by the Purchasers without being registered under the United States Securities Act of 1933 is herein referred to 1933, as amended (the "“Securities Act." Holders ”), 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 subsequent transfereesthe exemption afforded by Rule 144A under the Securities Act (“Rule 144A”) of promulgated by the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the U.S. Securities and Exchange Commission (the "“Commission"”) (i) a registration statement or Regulation S under the Securities Act (the "Exchange Offer Registration Statement"“Regulation S”) registering an issue of senior notes of the Company guaranteed promulgated by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to Commission). The Purchasers have indicated that the Offered Securities they sell may be sold by their affiliates, Credit Suisse First Boston LLC and Barclays Capital Inc., as selling agents for the Purchasers (except that the Exchange Notes will not contain terms with respect “Rule 144A Selling Agents”), to transfer restrictionsQualified Institutional Buyers (as such term is defined in Rule 144A) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). 144A. This Agreement, the Indenture and (as defined below), the Registration Rights Agreement (as defined below), the Notes, the Guarantee, the Deposit Agreement, the subordinated intercompany note proceeds loan between the Issuer and the Guarantor, dated the Closing Date (the “Subordinated Intercompany Note Proceeds Loan”), the pledge of the subordinated intercompany note proceeds loan between the Issuer and the Trustee, dated the Closing Date (the “Note Proceeds Loan Pledge Agreement”), the Assignment Agreement between the Guarantor and the Trustee, dated the Closing Date (the “Assignment Agreement”), the Priority Deed between the Guarantor, the Trustee and holders of Subordinated Preference Certificates, dated the Closing Date (the “Priority Deed”), the promissory note, dated the Closing Date, issued by the Guarantor pursuant to the Subordinated Intercompany Note Proceeds Loan (the “Promissory Note”), the paying agency agreement between the Issuer, the Guarantor, the Bank of New York and The Bank of New York (Luxembourg) S.A., dated the Closing Date (the “Paying Agency Agreement”), and all agreements and instruments entered into or to be entered into or issued by the Company, the Issuer, the Guarantor or any of their subsidiaries in relation thereto or in connection with the consummation of the transactions contemplated herein (including the issuance and sale of the Offered Securities) or in the Offering Document (as defined below) are herein collectively referred to herein collectively as the "“Operative Documents." ” The Company holders of the Offered Securities will be entitled to the benefits of a registration rights agreement to be dated the Closing Date among the Issuer, the Guarantor and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Issuer and the Guarantor agree to file a registration statement with the Commission registering the resale of the Offered Securities under the Securities Act. The Issuer and the Guarantor hereby agrees agree with the several Purchasers as follows:

Introductory. Champion Enterprises▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Floorcoverings, Inc., a Michigan Delaware corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S.$175,000,000 principal amount of its 7 5/89 3/4% Senior Subordinated Notes Due 2009 2010 (the "NotesOFFERED SECURITIES"). The Notes Offered Securities will be unconditionally guaranteed (each, a "Subsidiary GuarantyGUARANTY") on an unsecured, a senior subordinated basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary GuarantorsGUARANTORS") ). The Offered Securities and are to the Guaranties will be issued under an indenture indenture, dated as of May 3February 15, 1999 2002 (the "IndentureINDENTURE"), among between the Company, the Subsidiary Guarantors and The First National Bank of ChicagoNew York, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." SECURITIES ACT". Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement") of even date hereof). Pursuant to the Registration Rights Agreement, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior notes of relating to the Company's 9 3/4% Senior Subordinated Notes in a like aggregate principal amount as the Offered Securities issued by the Company guaranteed by under the Subsidiary Guarantors (the "Exchange Notes") which shall be Indenture, identical in all material respects to the Initial Securities (as defined in the Registration Rights Agreement) and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (except that such offer to exchange being referred to as the Exchange Notes will not contain terms with respect to transfer restrictions"EXCHANGE OFFER") and the Guaranties thereof and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer"). This AgreementOffer Registration Statement, the Indenture "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. The Offered Securities and the Exchange Securities are referred to herein collectively as the "Operative Documents." SECURITIES". The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion EnterprisesRBS Holdings, Inc., a Michigan Delaware corporation (the "CompanyCOMPANY"), which will be renamed Rexnord Corporation immediately prior to the closing of the Acquisition (as defined below), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 $225,000,000 principal amount of its 7 5/810 1/8% Senior Subordinated Notes Due 2009 due 2012 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary GuarantyOFFERED SECURITIES") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture Indenture to be dated as of May 3November 25, 1999 2002 (the "IndentureINDENTURE"), among the Company, RBS Global, Inc. ("PARENT"), each of the Subsidiary Guarantors entities listed on Schedule B hereto (together with Parent, the "GUARANTORS"), and The First ▇▇▇▇▇ Fargo Bank Minnesota, National Bank of ChicagoAssociation, as Trustee. The Notes and , on a private placement basis pursuant to an exemption under Section 4(2) of the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights AgreementSECURITIES ACT") ). Concurrently with the purchase and sale of even date hereofthe Offered Securities, among RBS Acquisition Corporation, a wholly owned subsidiary of the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which certain other wholly owned subsidiaries of the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission acquire (the "CommissionACQUISITION") the business described in the Offering Circular (ias defined below) a registration statement under from Invensys plc and certain of its affiliates pursuant to and on the Securities Act terms and conditions contained in the Stock Purchase Agreement dated as of September 27, 2002 (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange OfferSTOCK PURCHASE AGREEMENT"), between RBS Acquisition Corporation and Invensys plc and certain of its subsidiaries. This AgreementIn connection therewith, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:: 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 (as defined in paragraph 2(f) below) and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the "COMMISSION") registering the resale of the Offered Securities under the Securities Act.

Introductory. Champion EnterprisesDelek Logistics Partners, Inc.LP, a Michigan Delaware limited partnership (the “Partnership”), and Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and together with the "Company"Partnership, the “Issuers”), proposeswhich is a wholly-owned subsidiary of the Partnership, subject to the terms as joint and conditions stated hereinseveral obligors, propose to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of its 7 5/8the Issuers’ 6.750% Senior Notes Due 2009 due 2025 (the "“Notes"”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of May 23, 2017 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (eachissued only in book-entry form in the name of Cede & Co., a "Subsidiary Guaranty") on an unsecured, senior basis by each as nominee of the Company's subsidiaries listed on Schedule B hereto The Depository Trust Company (the "Subsidiary Guarantors"“Depositary”) and are pursuant to a letter of representations, to be issued under an indenture dated on or before the Closing Date (as of May 3, 1999 defined in Section 2 hereof) (the "Indenture"“DTC Agreement”), among the CompanyIssuers, the Subsidiary Guarantors Trustee and The First National Bank of Chicago, as Trusteethe Depositary. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of May 23, 2017 (the "“Registration Rights Agreement") of even date hereof”), among the CompanyIssuers, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company Issuers and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth in the Registration Rights Agreement, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by Issuers with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstancesto the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under of the Securities ActAct relating to the resale by certain holders of the Notes, and (b) in each case, to offer use their commercially reasonable efforts to exchange Offered Securities for 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 the Partnership formed or acquired after the Closing Date that guarantees the Notes in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the "Exchange Offer"“Guarantees”). 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.” The Issuers and the Guarantors are herein collectively referred to as the “Delek Parties”. This Purchase Agreement (this “Agreement”), the Registration Rights Agreement, the Indenture DTC Agreement, the Securities, the Exchange Securities, and the Registration Rights Agreement Indenture are referred to herein collectively as the "Operative “Transaction Documents." ” The Company hereby agrees 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”) 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 several Purchasers Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, 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 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 (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 May 15, 2017 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 18, 2017, in the form attached hereto as Annex I (the “Pricing Term Sheet”), 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 Term Sheet 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”).

Introductory. Champion Enterprises, Inc.Horizon PCS Escrow Company, a Michigan Delaware corporation (the "CompanyESCROW COMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Credit Suisse First Boston LLC ("CSFB") and ▇▇▇▇▇▇ Brothers Inc. (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S.$125,000,000 principal amount of its 7 5/811 -3/8% Senior Notes Due 2009 due 2012 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary GuarantyOFFERED SECURITIES") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture (the "INDENTURE"), dated as of May 3, 1999 the Closing Date (the "Indenture"as defined herein), among the Escrow Company, the Subsidiary Company (as defined below), the Guarantors (as defined below) and The First U.S. Bank National Bank of ChicagoAssociation, as TrusteeTrustee (the "TRUSTEE"), on a private placement basis pursuant to an exemption under Section 4(2) of the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"). The Notes Company and its subsidiaries previously filed voluntary petitions for relief (Case Nos. 03-62424, 03-62425 and 03-62426) with the Subsidiary Guaranties United States Bankruptcy Court for the Southern District of Ohio (the "BANKRUPTCY COURT"). On June 27, 2004, the Company and its subsidiaries filed a plan of reorganization pursuant to Chapter 11 of the U.S. Bankruptcy Code. The issuance and sale of the Offered Securities pursuant to this Agreement is part of a series of transactions designed to reorganize the ownership and capital structure of Horizon PCS, Inc., a Delaware corporation (the "COMPANY" and, together with the Escrow Company, the "NOTE ISSUERS"). Such transactions are together referred to herein as the "REORGANIZATION." As part of the consummation of the Reorganization, the Escrow Company will merge with and into Horizon PCS Escrow Holding Company, a Delaware corporation (the "HOLDING COMPANY"), which will in turn, merge with and into the Company, with the Company being the surviving entity (the "MERGERS"). Upon consummation of the Reorganization and the Mergers, the Company will succeed to the obligations of the Escrow Company hereunder and under the Indenture and the Offered Securities and the Company's obligations under the Registration Rights Agreement (as defined herein) will become operative. In addition, upon consummation of the Mergers, the Offered Securities will become fully and unconditionally guaranteed (the "GUARANTEES") as to payment of principal and interest and premium and liquidated damages, if any, on an unsecured senior basis, jointly and severally, by all of the Company's subsidiaries (after giving effect to the Reorganization) listed on Schedule A hereto (collectively, the "GUARANTORS" and, together with the Note Issuers, the "ISSUERS"). At the Closing Date, the Escrow Company will deposit the net proceeds from the offering of the Offered Securities." The United States , and the Company will deposit such additional amounts equal to accrued and unpaid interest on the Offered Securities Act to but not including the 120th day after the issuance of 1933 is herein referred the Offered Securities (expected to as be November 16, 2004), in an escrow account (the "Securities Act." Holders ESCROW ACCOUNT") pursuant to an Escrow Agreement to be dated the Closing Date (including subsequent transfereesthe "ESCROW AGREEMENT") among the Escrow Company, the Company and U.S. Bank National Association, as Escrow Agent (the "ESCROW AGENT"). The funds in the Escrow Account will be used on or before November 16, 2004 (the "MERGER DATE") to consummate the Reorganization on the terms described in the Escrow Agreement or, in the event of a Special Mandatory Redemption (as defined in the Offering Document), released to finance the purchase price in connection therewith. The holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement dated as of the Closing Date among the Issuers and the Purchasers (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementCOMMISSION") registering an issue the resale of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and Offered Securities, the Guarantees, the Indenture, the Registration Rights Agreement and the Escrow Agreement are hereinafter referred to herein collectively as the "Operative Transaction Documents." . The Company Issuers hereby agrees agree with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.IMAX Corporation, a Michigan corporation incorporated under the federal laws of Canada (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S.$160,000,000 principal amount of its 7 9 5/8% Senior Notes Due 2009 due 2010 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary GuarantyOFFERED SECURITIES") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture (the "INDENTURE"), dated as of May 3, 1999 the Closing Date (the "Indenture"as defined below), among between the Company, the Subsidiary Guarantors guarantors named therein (each, a "GUARANTOR," and The First collectively the "GUARANTORS") and U.S. Bank National Bank of ChicagoAssociation, as Trusteetrustee (the "TRUSTEE"). The Notes Offered Securities will be irrevocably and the Subsidiary Guaranties are together referred to as unconditionally guaranteed (the "Offered Securities." GUARANTEES") as to payment of principal, premium, if any, interest and Special Interest (as defined in the Indenture), if any, on a senior basis, jointly and severally by each of the Guarantors. The United States Securities Act of 1933 is herein referred to as the "Securities ActSECURITIES ACT." Holders (including subsequent transferees) The holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereofto be dated December 4, 2003, among the Company, the Subsidiary Guarantors and the PurchasersPurchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agrees to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementCOMMISSION") registering an issue of senior notes the resale of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that as defined in the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstancesRegistration Rights Agreement), a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture The Company and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion EnterprisesCymer, Inc., a Michigan Nevada corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S.$200 million principal amount of its 7 5/83.5% Senior Convertible Subordinated Notes Due due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary GuarantorsFIRM SECURITIES") and are also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional $50 million principal amount ("OPTIONAL SECURITIES") of its 3.5% Convertible Subordinated Notes due 2009, each to be issued under an indenture indenture, dated as of May 3February 15, 1999 2002 (the "IndentureINDENTURE"), among between the CompanyCompany and State Street Bank and Trust Company of California, the Subsidiary Guarantors and The First National Bank of ChicagoN.A., as Trustee. The Notes Firm Securities and the Subsidiary Guaranties Optional Securities (which the Purchasers may elect to purchase pursuant to Section 3 hereof), together with the shares of the Company's common stock into which the Firm Securities and Optional Securities are together referred to as convertible in accordance with the Indenture, are herein collectively called the "Offered Securities." OFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the "Securities ActSECURITIES ACT." Holders (including subsequent transferees) The holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasersas hereinafter defined), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementCOMMISSION") registering an issue the resale of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities and the Underlying Shares (except that the Exchange Notes will not contain terms with respect to transfer restrictionsas hereinafter defined) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesFerrellgas, Inc.L.P., a Michigan Delaware limited partnership (the “Company”), and Ferrellgas Finance Corp., a Delaware corporation (“Finance Corp.,” and together, with the "Company", the “Issuers”), proposes, subject to the terms and conditions stated herein, propose to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $325,000,000 aggregate principal amount of its 7 5/8the Issuers’ 6.750% Senior Notes Due 2009 due 2022 (the "Notes"“Securities”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) has agreed to act as representative (the “Representative”) of the several Initial Purchasers in connection with the offering and sale of the Securities. The Notes Securities will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3November 4, 1999 2013 (the "“Indenture"”), among the CompanyIssuers and U.S. Bank National Association, as trustee (the “Trustee”). Securities 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 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 Subsidiary Guarantors Trustee and The First National Bank of Chicago, as Trusteethe Depositary. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes Securities will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of November 4, 2013 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors Issuers and the Initial Purchasers, pursuant to which the Company and Issuers will agree to file with the Subsidiary Guarantors will be obligated Commission (aas 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 file 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 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 (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"”) under the Securities Act of 1933 (i) a as amended, 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 statement 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 "Exchange Offer Registration Statement") registering an issue Securities Act (“Regulation S”)). The Issuers have prepared and delivered to each Initial Purchaser copies of senior notes 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 Company guaranteed Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Subsidiary Guarantors 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 "Exchange Notes") which “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be identical in deemed to mean and include all material respects 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 Offered Securities Time of Sale and incorporated by reference in the Pricing Disclosure Package (except that including the Exchange Notes will not contain 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 transfer restrictions) the Final Offering Memorandum shall be deemed to mean and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 include all information filed under the Securities Act, Exchange Act after the Time of Sale and (b) to offer to exchange Offered Securities for Exchange Notes (incorporated by reference in the "Exchange Offer")Final Offering Memorandum. This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Issuers hereby agrees confirm their agreements with the several Initial Purchasers as follows:

Introductory. Champion Enterprises, Inc.Concentra Operating Corporation, a Michigan Nevada corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 $155,000,000 principal amount of its 7 5/891/8% Senior Subordinated Notes Due 2009 due 2012 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary GuarantyOffered Securities") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture to be dated as of May 3June 8, 1999 2004 (the "Indenture"), among the Company, the Subsidiary Guarantors (as defined below) and The First National Bank of ChicagoNew York, as Trustee. The Notes and , on a private placement basis pursuant to an exemption under Section 4(2) of the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as (the "Securities Act."), and hereby agrees with the several Purchasers as follows: The Company's obligations under the Offered Securities, including the due and punctual payment of interest on the Offered Securities, shall be unconditionally guaranteed (each, a "Guarantee" Holders (including subsequent transfereesand, collectively, the "Guarantees") on a senior subordinated basis by each of the Notes Company's domestic subsidiaries listed on Schedule B hereto (together, the "Guarantors"). The holders of the Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement dated as of the date hereof among the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement") ), in substantially the form of even date hereof, among the Company, the Subsidiary Guarantors and the PurchasersExhibit A hereto, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agrees to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement under registering the Securities Act (the "Exchange Offer Registration Statement") registering an issue resale of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, . Concurrently with the consummation of the issue and (b) to offer to exchange sale of the Offered Securities as set forth in this Agreement, the Company will (i) amend its existing senior credit facility to enable it to borrow an additional term loan in an aggregate amount of up to $70.0 million, (ii) purchase for Exchange Notes cash all of its 13% Series A and Series B senior subordinated notes due 2009 (the "Exchange Offer13% Notes" and, together with the Company's 91/2% senior subordinated notes due 2010, the "Existing Notes") that were validly tendered pursuant to the terms of the offer to purchase such notes, provided that the amount so tendered shall not be less than a majority in principal amount of the outstanding 13% Notes, (iii) amend the terms of the indenture governing the 13% Notes pursuant to a supplemental indenture, the form of which is attached to the Offer to Purchase and Consent Solicitation Statement dated as of May 10, 2004 (the "Supplemental Indenture") and (iv) declare and pay a cash dividend in the amount of up to $98.3 million to Concentra, Inc., a Delaware corporation and the Company's parent ("Parent"). This Agreement, approximately $1.2 million of which would be paid on a deferred basis (the Indenture and the Registration Rights Agreement are transactions described in clauses (i)-(iv) being collectively referred to herein collectively as the "Operative DocumentsTransactions")." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises▇▇▇▇ True Temper, Inc., a Michigan Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Purchasers named in Schedule A hereto (the "Initial Purchasers") U.S.$200,000,000 ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $150,000,000 aggregate principal amount of its 7 5/8% the Company's Senior Floating Rate Notes Due 2009 due 2012 (the "Notes"). Banc of America Securities LLC and Credit Suisse First Boston LLC have agreed to act as the several Initial Purchasers in connection with the offering and sales of the Notes. The Notes will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3January 14, 1999 2005 (the "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 Blanket Letter of Representations, dated June 25, 2004, between the Company and the Depositary (the "Blanket Letter of Representations") and the riders thereto (the "Riders," and together with the Blanket Letter of Representations, the "DTC Agreement"). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of January 14, 2005 (the "Registration Rights Agreement"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes Guarantor and the Subsidiary Guaranties are together referred to as Initial Purchasers, substantially in the "Offered Securities." The United States Securities Act form of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the PurchasersExhibit B hereto, pursuant to which the Company and the Subsidiary Guarantors Guarantor will be obligated agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities (aas defined below) to file with 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") (i) 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 (the "Exchange Offer Registration Statement") registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "Exchange Notes") which shall to be identical offered in all material respects exchange for the Notes (the "Exchange Offer") and to the Offered Securities (except that extent required by the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstancesRegistration 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 unsecured 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 the Notation of Guarantee, dated as of January 14, 2005 (the "Guarantee"). The Notes and the Guarantee attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantee 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 manner set forth herein and 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 Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the Registration Rights Agreement date hereof, if such Securities are referred to herein collectively as 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 ("Operative DocumentsRule 144A") or Regulation S ("Regulation S") thereunder)." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Triple-S Management Corporation, a Michigan Puerto Rico corporation (the "“Company"”), proposesagrees, subject to the terms and conditions stated herein, to issue and sell [ ] shares of its Class B common stock, $1.00 par value per share (the “Securities”), and the shareholders listed in Schedule A hereto (the “Selling Shareholders”) agree severally, subject to the terms and conditions stated herein, to sell an aggregate of [ ] Securities (collectively, the “Firm Securities”), to the several Underwriters named in Schedule B hereto (the “Underwriters”) for which Credit Suisse Securities (USA) LLC (“Credit Suisse”) and UBS Securities LLC (“UBS”) are acting as representatives (the “Representatives”) in connection with the offering (the “Offering”) and sale of such Firm Securities. In addition, the Company and the Selling Shareholders severally propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of Class B common stock (the "Purchasers"“Optional Securities”) U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Company hereby acknowledges that, in connection with the proposed Offering, it has requested UBS Financial Services Inc. (“UBS-FinSvc”) to administer a directed share program (the "Notes"“Directed Share Program”) under which up to [# of reserved shares] Firm Securities, or [5]% of the Firm Securities to be purchased by the Underwriters (the “Reserved Shares”), shall be reserved for sale by UBS-FinSvc at the initial public offering price to the Company’s officers, directors, employees and consultants and other persons having a relationship with the Company as designated by the Company (the “Directed Share Participants”) as part of the distribution of the Offered Securities by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other applicable laws, rules and regulations. The Notes number of Offered Securities available for sale to the general public will be unconditionally guaranteed (eachreduced to the extent that Directed Share Participants purchase Reserved Shares. The Underwriters may offer any Reserved Shares not purchased by Directed Share Participants to the general public on the same basis as the other Offered Securities being issued and sold hereunder. The Company has supplied UBS-FinSvc with the names, a "Subsidiary Guaranty") on an unsecured, senior basis by each addresses and telephone numbers of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to individuals or other entities which the Company and has designated to be participants in the Subsidiary Guarantors will be obligated (a) Directed Share Program. It is understood that any number of those so designated to file with participate in the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects Directed Share Program may decline to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentsdo so." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Outerwall Inc., a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to HSBC Securities (USA) Inc. (“HSBC”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $300,000,000 aggregate principal amount of its 7 5/8the Company’s 5.875% Senior Notes Due 2009 due 2021 (the "“Notes"”). HSBC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below). The Notes Securities will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3June 9, 1999 2014 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First U.S. Bank National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes Securities will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of June 9, 2014 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by and the Subsidiary Guarantors Guarantors, as applicable, with terms substantially identical to the Exchange Securities (as defined below) to be offered in exchange for the Securities (the "“Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under of the Securities ActAct 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 fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (bi) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined below) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to offer to exchange Offered Securities for Exchange Notes their guarantees (the "Exchange Offer"“Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the notes to be offered in exchange for the Notes in the Exchange Offer (the “Exchange Notes”) and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” This Agreement, the Indenture Registration Rights Agreement, the Securities, the Exchange Securities and the Registration Rights Agreement Indenture are referred to herein collectively as the "Operative “Transaction Documents." The Company hereby agrees with the several Purchasers as follows:”

Introductory. Champion Enterprises, Inc.ON Semiconductor Corporation, a Michigan Delaware corporation (the "CompanyCOMPANY"), proposesand 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 initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S.$300,000,000 principal amount of its 7 5/8their 12% Senior Secured Notes Due 2009 due 2008 (the "NotesOFFERED SECURITIES"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, dated as of May 36, 1999 2002 (the "IndentureINDENTURE"), among the CompanyIssuers, the Subsidiary Guarantors subsidiaries of the Company listed on the signature pages hereof, as guarantors (collectively, the "GUARANTORS") and The First ▇▇▇▇▇ Fargo Bank Minnesota, National Bank of ChicagoAssociation, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities ActSECURITIES ACT." Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date, in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement") of even date hereof, among ). Pursuant to the CompanyRegistration Rights Agreement, the Subsidiary Guarantors Issuers and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior notes of relating to the Company guaranteed by Issuers' 12% Senior Secured Notes in a like aggregate principal amount as the Subsidiary Guarantors (Issuers issued under the "Exchange Notes") which shall be Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (except that the Exchange Notes will not contain terms with respect "EXCHANGE SECURITIES" ), to transfer restrictionsbe offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guarantees (as defined below) thereof and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer"). This AgreementOffer Registration Statement, the Indenture "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. The Offered Securities and Exchange Securities are referred to herein collectively as the "Operative Documents.SECURITIES". The Offered Securities and the guarantees of the Guarantors relating to the Offered Securities (the "GUARANTEES") will be, on the Closing Date (as hereinafter defined) or within a commercially reasonable time thereafter, secured on a second-priority basis by certain collateral (the "COLLATERAL") as described in the Offering Circular, and 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 Company 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 Collateral. Each of the Issuers and the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesSkyworks Solutions, Inc., a Michigan Delaware corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the initial "PurchasersPURCHASERS") U.S.$200,000,000 principal amount of its 7 5/84 3/4% Senior Convertible Subordinated Notes Due 2009 2007 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary GuarantorsFIRM SECURITIES") and are also proposes to grant to the Purchasers an option, exercisable from time to time by Credit Suisse First Boston Corporation to purchase an aggregate of up to an additional $30,000,000 principal amount ("OPTIONAL SECURITIES") of its 4 3/4% Convertible Subordinated Notes Due 2007 each to be issued under an indenture Indenture, dated as of May 3November 12, 1999 2002 (the "IndentureINDENTURE"), among between the Company and State Street Bank and Trust Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes Firm Securities and the Subsidiary Guaranties Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are together referred to as collectively called the "Offered Securities." OFFERED SECURITIES". The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) SECURITIES ACT". The holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement dated the First Closing Date (as hereinafter defined) between the Company and the Purchasers (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agrees to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementCOMMISSION") registering an issue the resale of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that and the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstancesUnderlying Shares, a shelf registration statement pursuant to Rule 415 as hereinafter defined, under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesPrestige Brands, Inc.Inc. (the “Company”), a Michigan Delaware corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (the "Company"“Parent”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (each an “Initial Purchaser” and together, the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $150,000,000 aggregate principal amount of its 7 5/8the Company’s 8.25% Senior Notes Due 2009 due 2018 (the "“Notes"”). Banc of America Securities LLC and Deutsche Bank Securities Inc. have agreed to act as the representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on issued pursuant to an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are indenture to be issued under an indenture dated as of May 3March 24, 1999 2010 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First U.S. Bank National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement to be dated as of March 24, 2010 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will may be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, 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) Parent and the subsidiary guarantors 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 (the entities described in clauses (i) and (ii), collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” In connection with the issuance of the Securities, the Company (i) has commenced a cash tender offer (the “Tender Offer”) for all of the Company’s outstanding 9-1/4% Senior Subordinated Notes due 2012 (the “2012 Notes”) upon the terms and subject to the conditions set forth in that certain Offer to Purchase and Consent Solicitation Statement dated as of March 10, 2010 (the “Offer to Purchase”), (ii) is soliciting consents (the “Consent Solicitation”) of registered holders of the 2012 Notes to certain proposed amendments to the indenture dated as of April 6, 2004, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the “2012 Trustee”) and the supplements thereto governing the 2012 Notes (together, the “2012 Indenture”), (iii) will pay in full all amounts outstanding (including all accrued and deferred interest) and terminate all commitments under its senior secured credit facility dated as of April 6, 2004, as amended (the “Existing Credit Facility”) and (iv) will enter into new senior secured credit facilities, among the Company as borrower thereunder, Banc of America Securities LLC as Joint-Lead Arranger and Joint Book-Running Manager, Bank of America, N.A. as Administrative Agent, Deutsche Bank Securities Inc. as Joint-Lead Arranger, Joint Book-Running Manager and Syndication Agent, and the lenders and guarantors party thereto, (the “New Credit Facilities”). The net proceeds from the sale of the Securities, together with borrowings under the New Credit Facilities and cash on hand will be used to purchase, redeem or otherwise retire all of the outstanding 2012 Notes and to repay all amounts outstanding under the Existing Credit Facility and terminate the associated credit agreement. 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 (the first time at which 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”) under the Securities Act of 1933 (as amended, 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 March 10, 2010 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement, dated March 10, 2010 (the "Exchange Offer"“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, including those documents incorporated by reference therein, 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”). This AgreementAll 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 Indenture “Exchange Act,” which term, as used herein, includes the rules and regulations of the Registration Rights Agreement are referred Commission promulgated thereunder) prior to herein collectively 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 "Operative Documents." 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 agrees confirms its agreements with the several Initial Purchasers as follows:

Introductory. Champion EnterprisesSteel Dynamics, Inc., a Michigan an Indiana corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto I (together, the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule I of $350,000,000 aggregate principal amount of its 7 5/8the Company’s 4.125% Senior Notes Due 2009 due 2025 (the "“Notes"”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. The Notes and related Guarantees will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on issued pursuant to an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are indenture to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First ▇▇▇▇▇ Fargo Bank, National Bank of ChicagoAssociation, 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 in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantors, the Trustee and the Subsidiary Guaranties are together referred to as the "Offered Securities." Depositary. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "“Commission") ”), under the circumstances set forth therein, (i) a registration statement under the Securities Act of 1933, as amended (the "Exchange Offer Registration Statement") registering an issue “Securities Act,” which term, as used herein, includes the rules and regulations of senior notes the Commission promulgated thereunder), relating to another series of debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstancesto 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 reasonable best efforts to cause any applicable registration statement to be declared effective. The obligations of the Company under the Notes, the Exchange Notes and the Indenture will be unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the Guarantors named in Schedule III and (ii) any other subsidiary of the Company that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the terms of the Indenture (each, a “Guarantee” and, collectively, the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees 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 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 (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 Commission under the Securities Act, 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 (bincluding 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 offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 6, 2017 (the "Exchange Offer"“Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement attached hereto as Schedule V, dated September 6, 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 memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementAll 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 Indenture “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 as of its date. Each of the Company and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Guarantors, hereby agrees confirms its agreements with the several Initial Purchasers as follows:

Introductory. Champion EnterprisesAmeritech New Zealand Investments, Inc., a Michigan Delaware corporation (the "Selling Shareholder"), proposes to offer and sell ordinary shares, no par value per share (each, a "Share"), of Telecom Corporation of New Zealand Limited, a New Zealand limited liability company (the "Company"), and American Depositary Shares, each representing the right to receive eight Shares (each, an "ADS"), in a U.S. Offering, a Rest of the World Offering, a New Zealand Offering and an Australian Offering (each term as herein defined). The Selling Shareholder proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers Underwriters named in Schedule A I hereto (the "PurchasersU.S. Underwriters") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 and the several Underwriters named in Schedule II hereto (the "NotesRest of the World Underwriters" and, together with the U.S. Underwriters, the "International Underwriters") an aggregate of 258,246,064 Shares (the "Firm Shares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement referred to below and delivered in the form of ADSs, and the International Underwriters propose, subject to the terms and conditions stated herein, to purchase the Firm Shares, with payment for such Firm Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. In addition, as set forth below, the Selling Shareholder proposes to sell to the International Underwriters, at their election, up to an aggregate of [39,624,606] additional Shares (the "Optional Shares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement and delivered in the form of ADSs, with payment for such Optional Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as more fully described below and in Section 5 hereof. The Firm Shares and the Optional Shares which the U.S. Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "U.S. Firm Shares" and the "U.S. Optional Shares", respectively, and the U.S. Firm Shares and the U.S. Optional Shares are collectively called the "U.S. Shares". The offering of the U.S. Shares in the United States and Canada is herein called the "U.S. Offering". The Firm Shares and the Optional Shares which the Rest of the World Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "Rest of the World Firm Shares" and the "Rest of the World Optional Shares", respectively, and the Rest of the World Firm Shares and the Rest of the World Optional Shares are collectively called the "Rest of the World Shares". The offering of the Rest of the World Shares outside the United States, Canada, New Zealand and Australia is herein called the "Rest of the World Offering". The U.S. Offering and the Rest of the World Offering are herein collectively called the "International Offering". It is understood that the Selling Shareholder is concurrently offering (i) a total of 79,500,000 Shares (the "New Zealand Shares") by way of a public offering in New Zealand (the "New Zealand Offering") and (ii) a total of 59,600,000 Shares (the "Australian Shares") by way of a public offering in Australia (the "Australian Offering"). The Notes will be unconditionally guaranteed New Zealand Offering is being made pursuant to a registered prospectus and an investment statement in New Zealand (eachtogether, a the "Subsidiary GuarantyNew Zealand Prospectus") on an unsecured, senior basis by each of and the Company's subsidiaries listed on Schedule B hereto Australian Offering is being made pursuant to a prospectus in Australia (the "Subsidiary GuarantorsAustralian Prospectus"). It is further understood that the Selling Shareholder is, concurrently with the execution of this Agreement, entering into a New Zealand and Australian Underwriting Deed dated the date hereof (the "New Zealand and Australian Underwriting Agreement") with a syndicate of New Zealand underwriters named therein (the "New Zealand Underwriters") and a syndicate of Australian underwriters named therein (the "Australian Underwriters"). The International Offering, the New Zealand Offering and the Australian Offering are herein collectively called the "Global Offering". The U.S. Shares, the Rest of the World Shares, the New Zealand Shares and the Australian Shares, whether in the form of Shares or ADSs, are herein collectively called the "Offered Shares". To provide for the coordination of their activities, the International Underwriters, the New Zealand Underwriters and the Australian Underwriters (collectively, the "Underwriters") are simultaneously entering into an Agreement Among U.S., Rest of the World, New Zealand and Australian Syndicates dated the date hereof (the "Agreement Among Syndicates") which provides, among other things, that Credit Suisse First Boston Corporation and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated are acting as the joint global coordinators (the "Joint Global Coordinators") for the Global Offering and that sales may be made among the syndicates of such number of Offered Shares as may be agreed with the Joint Global Coordinators for purposes of resale to investors. The Shares and ADSs to be sold hereunder are to be paid for in two instalments as more fully described in Section 5 hereof. Prior to payment in full of the Final Instalment (as defined below), beneficial interests in the Shares will be represented by instalment receipts ("IRs"), and purchasers that have elected to receive their Shares in the form of ADSs will receive interim ADSs ("Interim ADSs") evidenced by interim American Depositary Receipts ("Interim ADRs"). Each IR will evidence the full beneficial ownership interest in a Share, subject to the Trust Deed (as defined below), including the Security Interest (as defined below) of the Selling Shareholder. Each Interim ADS will represent the right to receive eight IRs. Upon payment in full of the Final Instalment, the holder of an IR will become the registered holder of the Share relating to such IR and the holder of an Interim ADS will become the registered holder of an ADS. Unless the context otherwise requires, all references in this Agreement to (i) Shares shall mean IRs, (ii) ADSs shall mean Interim ADSs, (iii) ADRs shall mean Interim ADRs, (iv) the Deposit Agreement (as defined below) shall mean the Interim Deposit Agreement (as defined below) and (v) the Depositary (as defined below) shall mean the Interim Depositary (as defined below), until the Final Instalment shall have been paid with respect to the Shares and ADSs. Whenever computations are contemplated herein that involve both numbers of Shares and numbers of ADSs, they shall be made on a consistent basis, by first converting the number of ADSs into the number of Shares they represent. The IRs will be issued under an indenture pursuant to the provisions of a Trust Deed dated as of May 3March 13, 1999 1998 (the "IndentureTrust Deed") between the Selling Shareholder and The New Zealand Guardian Trust Company Limited (the "Trustee"). Registered holders of IRs (other than the custodian for the Interim Depositary) and registered holders of Interim ADSs on the ninth business day prior to and inclusive of the Final Instalment Due Date (as defined in Section 5 hereof) will be obligated to pay the Final Instalment. The Interim ADSs, evidenced by Interim ADRs, will be issued in accordance with the Interim Deposit Agreement to be dated on or about April 9, 1998, (the "Interim Deposit Agreement") among the Company, the Selling Shareholder, the Trustee, The Bank of New York as Interim Depositary (the "Interim Depositary"), and the holders from time to time of Interim ADRs. The holders of Interim ADRs, as parties to the Interim Deposit Agreement, will be bound by the terms and conditions of the Trust Deed. Accordingly, each holder of an Interim ADR will be deemed to have agreed to pay the Final Instalment of the purchase price by the Final Instalment Due Date in accordance with the Trust Deed and the Interim Deposit Agreement. The ADSs, evidenced by American Depositary Receipts ("ADRs"), will be issued in accordance with the Amended and Restated Deposit Agreement dated as of April 1, 1997 (the "Deposit Agreement"), among the Company, the Subsidiary Guarantors and The First National Bank of ChicagoNew York, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement Depositary (the "Registration Rights AgreementDepositary") ), and the holders from time to time of even date hereofADRs issued thereunder. IR holders may transfer or sell their IRs subject to the terms of the Trust Deed, among and Interim ADS holders may transfer or sell their Interim ADSs, as evidenced by Interim ADRs, subject to the Companyterms of the Interim Deposit Agreement and the Trust Deed. Upon registration of a transfer of an IR or Interim ADS, as evidenced by an Interim ADR, in accordance with the provisions of the Trust Deed, the Subsidiary Guarantors transferor is discharged from any liability to pay the Final Instalment. The Trust Deed and the PurchasersInterim Deposit Agreement provide that, pursuant when a transferee becomes a registered holder of an IR or Interim ADS, that transferee becomes bound by all of the terms of the Trust Deed, the IR, the Interim ADS and Interim Deposit Agreement, as applicable, including the obligation to which pay the Company Final Instalment. Therefore, notwithstanding anything herein to the contrary, the Selling Shareholder acknowledges and agrees that, upon registration of the Subsidiary Guarantors will be obligated (a) transfer or sale of the IRs and Interim ADSs by the Underwriters on the ninth business day prior to file and inclusive of the Final Instalment Due Date, such Underwriters shall have no liability or obligation whatsoever with respect to the Securities payment of the Final Instalment with respect to the IRs and Exchange Commission (Interim ADSs so transferred or sold. If an IR holder or Interim ADR holder defaults in payment of the "Commission") Final Instalment and, in the event (i) a registration statement under an IR holder or Interim ADR holder, as the Securities Act case may be, is an Intermediary (as defined in the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictionsTrust Deed) and (ii) under certain circumstancesprior to 5:00 p.m. (Wellington time) on the second business day after the Final Instalment Due Date (as defined below), such Intermediary effects a shelf registration statement pursuant transfer on the IR Register or Interim ADR Register (each as defined in the Trust Deed), as the case may be, of the IR or Interim ADR to Rule 415 under which a Share relates, to the Securities Actbeneficial owner on whose behalf such Intermediary holds such IR or Interim ADR, then such beneficial owner shall be, and such Intermediary shall cease to be, liable for the defaulted amount. Four forms of offering documents will be used in connection with the offering and sale of the Offered Shares contemplated by the foregoing: (bi) the U.S. Prospectus (as defined below) relating to the offer and sale of the U.S. Shares in the United States and Canada as part of the U.S. Offering, (ii) an offering circular relating to exchange Offered Securities for Exchange Notes the offer and sale of the Rest of the World Shares in the rest of the world as part of the Rest of the World Offering (in its final form, the "Exchange OfferRest of the World Offering Circular"), (iii) the New Zealand Prospectus in connection with the offering and sale of the New Zealand Shares in the New Zealand Offering and (iv) the Australian Prospectus in connection with the offering and sale of the Australian Shares in the Australian Offering. This AgreementCopies of a preliminary Rest of the World Offering Circular (as supplemented or amended prior to becoming final, hereinafter called the "Preliminary Rest of the World Offering Circular") have been delivered to you and to you for each of the other Rest of the World Underwriters, and the Company, at the request of the Selling Shareholder, will prepare the Rest of the World Offering Circular. The Preliminary Rest of the World Offering Circular and the Preliminary U.S. Prospectus (as defined below) are collectively called the "Preliminary Prospectus" and the Rest of the World Offering Circular and the U.S. Prospectus are collectively called the "Prospectus". References in Section 2 of this Agreement to the "Prospectus" shall be deemed to refer to both the Preliminary Prospectus and, once printed, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative DocumentsProspectus." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Resource Capital Corp., a Michigan Maryland corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, ) proposes to issue and sell to [ ] shares (the several initial purchasers named "BASE SECURITIES") of its common stock, par value $0.001 per share ("SECURITIES"), and the stockholders listed in Schedule SCHEDULE A hereto (the "PurchasersSELLING STOCKHOLDERS") U.S.$200,000,000 principal amount propose severally to sell an aggregate of its 7 5/8% Senior Notes Due 2009 [ ] outstanding shares of the Securities (the "NotesRESALE SECURITIES" and, together with the Base Securities, "FIRM SECURITIES") to Credit Suisse First Boston LLC ("CSFB"), Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. ("FBR"), Citigroup Global Markets Inc. ("CITIGROUP"), ▇.▇. ▇▇▇▇▇▇ Securities Inc. ("▇.▇. ▇▇▇▇▇▇") and each of the other underwriters named in SCHEDULE B hereto (collectively, the "UNDERWRITERS"), for whom CSFB, FBR, Citigroup and ▇.▇. ▇▇▇▇▇▇ are acting as representatives, (in such capacity, the "REPRESENTATIVES"). The Notes will be unconditionally guaranteed (eachCompany also proposes to sell to the Underwriters, a "Subsidiary Guaranty") on an unsecured, senior basis by each at the option of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under Underwriters, an indenture dated as aggregate of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank not more than [ ] additional shares of Chicagoits Securities, as Trustee. The Notes and the Subsidiary Guaranties are together set forth below (such [ ] additional shares being hereinafter referred to as the "Offered OPTIONAL SECURITIES" and, together with the Base Securities, the "ORIGINAL ISSUE Securities"). The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) As part of the Notes will be entitled to the benefit of a Registration Rights Agreement offering contemplated by this Agreement, CSFB (the "Registration Rights AgreementDESIGNATED UNDERWRITER") has agreed to reserve out of even date hereofthe Firm Securities purchased by it under this Agreement, among up to [ ] shares, for sale to the Company's directors, the Subsidiary Guarantors officers, employees and the Purchasers, pursuant to which other parties associated with the Company and (collectively, "PARTICIPANTS") as set forth in the Subsidiary Guarantors will be obligated Prospectus (aas defined herein) to file with under the Securities and Exchange Commission heading "Underwriting" (the "CommissionDirected SHARE PROGRAM") (i) a registration statement under ). The Firm Securities to be sold by the Securities Act Designated Underwriter pursuant to the Directed Share Program (the "Exchange Offer Registration StatementDIRECTED SHARES") registering an issue of senior notes will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Company guaranteed business day on which this Agreement is executed will be offered to the public by the Subsidiary Guarantors Underwriters as set forth in the Prospectus. The Company, Resource Capital Manager, Inc. (the "Exchange NotesMANAGER") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act), and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Selling Stockholders hereby agrees agree with the several Purchasers Underwriters as follows:

Introductory. Champion EnterprisesCalifornia Steel Industries, Inc., a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $150,000,000 aggregate principal amount of its 7 5/8the Company’s 6 1/8% Senior Notes Due 2009 due 2014 (the "Notes"“Securities”). Banc of America Securities LLC, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., CIBC World Markets Corp. and Deutsche Bank Securities Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Securities. The Notes Securities will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3March 22, 1999 2004 (the "“Indenture"”), among between the CompanyCompany and U.S. Bank National Association, the Subsidiary Guarantors and The First National Bank of ChicagoN.A., as trustee (the “Trustee”). Securities 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”), between the Company and the Depositary. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes Securities will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of March 22, 2004 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors Company and the Initial Purchasers, pursuant to which the Company will agree to file, within 45 days of the Closing Date, a registration statement with the Commission (as defined below) registering the Exchange Securities (as defined in Section 1(g)) under the Securities Act (as defined below). In connection with the offering of the Securities, the Company will redeem or repurchase all of its outstanding $150.0 million 8 1/2% Senior Notes due 2009 (the “Existing Notes”). The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the Subsidiary Guarantors will manner set forth herein and 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 obligated (a) offered and sold to file or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), 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 (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 8, 2004 (the "Exchange Offer Registration Statement") registering an issue of senior notes “Preliminary Offering Memorandum”), and has prepared and will deliver to each Initial Purchaser, copies of the Company guaranteed Offering Memorandum, dated March 9, 2004, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Subsidiary Guarantors (Securities. As used herein, the "Exchange Notes") which “Offering Memorandum” shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms mean, with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant any date or time referred to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This in this Agreement, the Indenture Company’s Offering Memorandum, dated March 9, 2004, including amendments or supplements thereto and any exhibits thereto, in the Registration Rights Agreement are referred most recent form that has been prepared and delivered by the Company to herein collectively the Initial Purchasers in connection with their 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 "Operative Documents." Company prior to the completion of the distribution of the Securities. The Company hereby agrees confirms its agreements with the several Initial Purchasers as follows:

Introductory. Champion Enterprises, Inc.WCA Waste Corporation, a Michigan Delaware corporation (the "“Company"”), proposesagrees with Credit Suisse Securities (USA) LLC, as the representative (the “Representative”) of 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 initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 Purchasers U.S.$175,000,000 principal amount of its 7 5/87.50% Senior Notes Due 2009 due 2019 (the "“Notes"”) to be issued under an indenture, dated as of June 7, 2011 (the “Indenture”), by and among the Company, the Guarantors (as defined below) and BOKF,N.A. d/b/a Bank of Texas, N.A., as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty"the “Guarantees”) on an unsecured, senior basis by each of the Company's subsidiaries entities listed on Schedule B attached hereto and any future domestic subsidiaries of the Company that are required to guarantee the Notes pursuant to the Indenture (the "Subsidiary Guarantors") each a “Guarantor” and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Companytogether, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee“Guarantors”). The Notes and together with the Subsidiary Guaranties Guarantees are together herein collectively referred to as the "“Offered Securities." ” The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement dated as of the Closing Date (the "Registration Rights Agreement"as defined below) of even date hereof, among the Company, the Subsidiary Guarantors each Guarantor and the PurchasersRepresentative (the “Registration Rights Agreement”), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) each Guarantor agree to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes",” and together with the Guarantees related thereto, the “Exchange Securities”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under of the Securities Act, . The issuance and (b) to offer to exchange Offered Securities for Exchange Notes (sale of the "Exchange Offer"). This AgreementNotes, the Indenture issuance of the Guarantees and the Registration Rights Agreement payment of transaction fees and expenses related thereto are referred to herein collectively as the "Operative Documents“Transactions." ” The Company and each Guarantor hereby agrees agree with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Westport Resources Corporation, a Michigan Nevada corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S. $275,000,000 principal amount of its 7 5/88 1/4% Senior Subordinated Notes Due 2009 due 2011 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary GuarantyOFFERED SECURITIES") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, dated as of May 3November 5, 1999 2001 (the "IndentureINDENTURE"), among the Company, the Subsidiary Guarantors subsidiary guarantors named therein (the "SUBSIDIARY GUARANTORS") and The First National Bank of ChicagoNew York, as TrusteeTrustee (the "TRUSTEE"). The Notes and Offered Securities will be guaranteed (the "SUBSIDIARY GUARANTIES") by the Subsidiary Guaranties are together referred to as the "Offered Securities." Guarantors. The United States Securities Act of 1933 1933, as amended, is herein referred to as the "Securities ActSECURITIES ACT." Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement") of even date hereof). Pursuant to the Registration Rights Agreement, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances and upon the terms and subject to the conditions set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior notes of relating to the Company's 8 1/4% Senior Subordinated Notes in a like aggregate principal amount as the Company guaranteed by issued under the Subsidiary Guarantors (the "Exchange Notes") which shall be Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (except that such offer to exchange being referred to as the Exchange Notes will not contain terms with respect to transfer restrictions"EXCHANGE OFFER") and the Subsidiary Guarantees thereof and, if applicable, (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer"). This AgreementOffer Registration Statement, the Indenture "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to herein collectively as the "Operative Documents." SECURITIES". The Company and the Subsidiary Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion EnterprisesThis Amended and Restated Purchase Agreement amends and restates in its entirety the Purchase Agreement dated May 22, 2002 between Sybron Dental Specialties, Inc. and the several initial purchasers named therein. Sybron Dental Specialties, Inc., a Michigan Delaware corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in on Schedule A hereto (the "Purchasers") U.S.$200,000,000 $150,000,000 principal amount of its 7 5/88.125% Senior Subordinated Notes Due 2009 2012 (the "NotesOFFERED SECURITIES"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and Offered Securities are to be issued under an indenture dated as of May 3, 1999 (the "IndentureINDENTURE"), among between the Company, the Subsidiary Guarantors (as defined below) and The First National Bank of ChicagoWilmington Trust Company, or such other trustee acceptable to the Company and the Initial Purchasers, as Trustee. The Notes and Trustee on a private placement basis pursuant to an exemption under Section 4(2) of the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as (the "SECURITIES ACT"). The Offered Securities Act.will be guaranteed (the "SUBSIDIARY GUARANTEE") by each of the entities listed on Schedule B hereto (each a "SUBSIDIARY GUARANTOR" and collectively the "SUBSIDIARY GUARANTORS"). The Company and the Subsidiary Guarantors hereby agree with the several Purchasers as follows: Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as defined below), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement") of even date hereof). Pursuant to the Registration Rights Agreement, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior notes of relating to the Company's 8.125% Senior Subordinated Notes in a like aggregate principal amount as the Company guaranteed by issued under the Subsidiary Guarantors (the "Exchange Notes") which shall be Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (except that the Exchange Notes will not contain terms with respect "EXCHANGE SECURITIES"), to transfer restrictionsbe offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Subsidiary Guarantees thereof and (ii) under certain circumstancesif required by the terms of the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer"). This AgreementOffer Registration Statement, the Indenture "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use their 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. The Offered Securities and the Exchange Securities are referred to herein collectively as the "Operative DocumentsSECURITIES"." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesElectro-Optical Sciences, Inc., a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to certain purchasers (collectively, the several initial purchasers named in Schedule A hereto “Purchasers”) 2,312,384 shares (the "Purchasers"“Shares”) U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 Common Stock, par value $0.001 per share (the "Notes"“Common Stock”), of the Company and related warrants to purchase 346,858 shares of Common Stock (“Warrants,” together with the Shares, the “Securities”). The Notes Securities will be unconditionally guaranteed offered and sold to the Purchasers in a private placement (eachthe “Placement”) without being registered under the Securities Act of 1933, a "Subsidiary Guaranty") on an unsecuredas amended, senior basis by each and the rules and regulations of the Company's subsidiaries listed on Schedule B hereto Securities and Exchange Commission (the "Subsidiary Guarantors"“Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(2) (“Section 4(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Jefferies & Company, Inc. (“Jefferies”) has agreed to act as placement agent (the “Placement Agent”) in connection with the Placement, subject to the terms, conditions and other provisions of this Agreement. The Securities are to be sold to the Purchasers pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) to be entered into by the Company and the Purchasers. The Warrants are to be issued under an indenture dated as of May 3pursuant to the Purchase Agreement and will be exerciseable into duly and validly issued, 1999 fully paid and non-assessable shares (the "Indenture"), among the Companysuch shares, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees“Warrant Shares”) of Common Stock on the Notes terms, and subject to the conditions, set forth in the Warrant. Holders of the Securities will be entitled to the benefit benefits of a Registration Rights Agreement (the "“Resale Registration Rights Agreement"”) of even date hereof, among to be entered into between the Company, the Subsidiary Guarantors Company and the Purchasers, Purchasers pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities ActAct (the “Resale Registration Statement”) covering the resale of the Shares and Warrant Shares, and (b) to offer use its reasonable best efforts to exchange Offered Securities for Exchange Notes (cause the "Exchange Offer")Resale Registration Statement to be declared effective within the time periods specified in the Resale Registration Rights Agreement. This Agreement, the Indenture Purchase Agreement, the Warrant and the Resale Registration Rights Agreement are referred to herein collectively as the "Operative “Transaction Documents,” and the transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions." ” The Company hereby agrees confirms its agreement with the several Purchasers Placement Agent as follows:

Introductory. Champion Enterprises, Party City Holdings Inc., a Michigan Delaware corporation (the "Company"“Issuer”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of its 7 5/8the Issuer’s 6.125% Senior Unsecured Notes Due 2009 due 2023 (the "Notes"“Securities”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. The Securities will be issued pursuant to an indenture, to be dated as of August 19, 2015 (the “Indenture”), between the Issuer, Wilmington Trust, National Association, as trustee (the “Trustee”), and the Guarantors (as defined below). The Notes Securities will be unconditionally guaranteed (eachissued only in book-entry form in the name of Cede & Co., a "Subsidiary Guaranty") on an unsecured, senior basis by each as nominee of the Company's subsidiaries listed on Schedule B hereto The Depository Trust Company (the "Subsidiary Guarantors"“Depositary”) and are pursuant to a letter of representations, to be issued under an indenture dated on or before the Closing Date (as of May 3, 1999 (the "Indenture"defined in Section 2 hereof), among the CompanyIssuer 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 contained in Schedule B attached hereto 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 Subsidiary Guarantors and The First National Bank of Chicago“Guarantors”), as Trusteepursuant to their guarantees (the “Guarantees”). The Notes Issuer understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the Subsidiary Guaranties 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 (the first time when sales of the Securities are together made is referred to as the "Offered Securities." “Time of Sale”). The United States Securities Act of 1933 is herein referred are to as be offered and sold to or through the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file Initial Purchasers without being registered with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933 (i) a as amended, 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 statement requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (the "Exchange Offer Registration Statement"“Rule 144A”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 or Regulation S under the Securities ActAct (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated August 5, 2015 (the “Preliminary Offering Memorandum”), and (b) have prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement, dated August 5, 2015 (the "Exchange Offer"“Pricing Supplement”), in the form attached hereto as Schedule D hereto, 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 Issuer will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, Each of the Indenture Issuer and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Guarantors hereby agrees confirm its agreements with the several Initial Purchasers as follows:

Introductory. Champion Enterprises, Inc.Hexcel Corporation, a Michigan Delaware corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersINITIAL PURCHASERS") U.S.$200,000,000 $100,000,000 principal amount of its 7 5/89 3/4% Senior Subordinated Notes Due 2009 (the "NotesOFFERED SECURITIES"). The Notes Offered Securities will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued as additional securities under an indenture dated as of May 3January 21, 1999 (the "IndentureINDENTURE"), among between the Company, the Subsidiary Guarantors Company and The First National Bank of ChicagoNew York, as Trusteetrustee (the "TRUSTEE"). The Notes Offered Securities will be offered and sold to the Subsidiary Guaranties are together referred to as Initial Purchasers without being registered under the "Offered Securities." The United States Securities Act of 1933 is herein referred to as (the "SECURITIES ACT"), in reliance upon an exemption therefrom. Prior to the Closing Date (as defined herein), the Company will deliver to the Initial Purchasers a Preliminary Offering Circular (as defined herein) setting forth the information concerning the Company and the Offered Securities. Any references herein to the Offering Circular (as defined herein) shall be deemed to include all amendments and supplements thereto, unless otherwise noted, and all documents (the "INCORPORATED DOCUMENTS") incorporated by reference therein and filed under the Securities Act.Exchange Act of 1934, as amended (the "EXCHANGE ACT"); and any references herein to the terms "amend", "amendment" or "supplement" with respect to the Offering Circular shall be deemed to refer to and include the filing of any document under the Exchange Act subsequent to the date thereof and before the Closing Date that is incorporated by reference therein. The Company hereby confirms that it has authorized the use of the Incorporated Documents and the Offering Document (as defined herein) in connection with the offering and resale of the Offered Securities by the Initial Purchasers in accordance with Section 4 hereof. Holders of the Offered Securities (including subsequent the Initial Purchasers and their direct and indirect transferees) of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement to be entered into, among the Company and the Initial Purchasers (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior subordinated notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange NotesEXCHANGE NOTES") ), which shall be are identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictionsrestrictions and interest rate increase) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) . Capitalized terms used but not defined herein shall have the meanings given to offer to exchange Offered Securities for Exchange Notes (such terms in the "Exchange Offer")Offering Document. This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Initial Purchasers as follows:

Introductory. Champion EnterprisesNew Enterprise Stone & Lime Co., Inc., a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Banc of America Securities LLC (“BAS”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of its 7 5/8the Company’s 11% Senior Notes Due 2009 due 2018 (the "“Notes"”). BAS has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3August 18, 1999 2010 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First ▇▇▇▇▇ Fargo Bank, National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of August 18, 2010 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will may be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, 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 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 and the Exchange 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, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” As described in the Pricing Disclosure Package (as defined below) and the Final Memorandum (as defined below), proceeds from the issuance and sale of the Securities shall be used to repay a portion of the Company’s existing indebtedness (the “Refinancing”) and pay related fees and expenses. In connection with the Refinancing, the Company (i) will repay a portion of the amount outstanding under its Second Amended and Restated Credit Agreement, dated as of January 11, 2008 (as amended, the “First Lien Credit Facilities”), by and among the Company, Manufacturers and Traders Trust Company, National City Bank and the financial institutions identified as Lenders therein, (ii) will repay in full all amounts outstanding (including all accrued and unpaid interest) and terminate all commitments under its Second Lien Credit Agreement, dated as of January 11, 2008 (the “Second Lien Credit Facility”), by and among the Company, Manufacturers and Traders Trust Company, National City Bank and the financial institutions identified as Lenders therein, (iii) has entered into Amendments No. 7 and 8 to the First Lien Credit Facilities (together with all documents related to such facilities, the “Credit Agreement Amendments”) and (iv) has entered into Amendments No. 2 and 3 to its Loan Agreement, dated as of September 30, 2009 (the “Citizens Loan Agreement”), by and among the Company and Citizens Bank of Pennsylvania (together with all documents related to such loan agreement, the “Citizens Loan Agreement Amendments” and, together with the Credit Agreement Amendment, the “Loan Amendments”). 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 (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”) under the Securities Act of 1933 (as amended, 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 9, 2010 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement, dated August 13, 2010 (the "Exchange Offer"“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 memorandum dated the date hereof (the “Final Offering Memorandum”). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees confirms its agreements with the several Initial Purchasers as follows:

Introductory. Champion EnterprisesSantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Santander Consumer USA Inc., a Michigan an Illinois corporation (the "Company"“SC”), proposesconfirm their agreement with Citigroup Global Markets Inc. (the “Representative”), subject as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2022-7, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and conditions stated hereinCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to issue and sell to the several initial purchasers named Underwriters the Issued Notes specified in Schedule A hereto Section 3 of the Terms Exhibit (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "“Notes"”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be unconditionally guaranteed (eachcollateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"“Purchase Agreement”), among between the CompanySeller and SC, and will be conveyed to the Subsidiary Guarantors Issuer by the Seller pursuant to the Sale and The First National Bank of Chicago, as TrusteeServicing Agreement. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) terms of the Notes will be entitled are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the benefit of a Registration Rights Agreement (the "Registration Rights Sale and Servicing Agreement") of even date hereof, among the Company, the Subsidiary Guarantors . The Seller has prepared and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file filed with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under in accordance with the provisions of the Securities Act (of 1933, as amended, and the "Exchange Offer Registration Statement") registering an issue of senior notes rules and regulations of the Company guaranteed by Commission thereunder (collectively, the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances“Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 415 430D under the Securities Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreementsupplemented, the Indenture “Prospectus”) relating to the Notes and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentsmethod of distribution thereof." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Maxim Group LLC, Inc.(“Maxim” or the “Placement Agent”) shall be engaged by Nvni Group Limited, a Michigan corporation Cayman Islands exempted company (the "“Company"”), proposes, subject to act as the terms and conditions stated herein, to issue and sell to exclusive Placement Agent in connection with the several initial purchasers named in Schedule A hereto private placement (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together hereinafter referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees“Offering”) of the Notes will be entitled to the benefit securities of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the Subsidiary Guarantors meaning ascribed to them in the Securities Purchase Agreement (defined below). The Offering will consist of an aggregate of (i) 3,680,982 ordinary shares (the “Shares”), $0.00001 par value per share (the “Ordinary Shares”); (ii) Series A Ordinary Share Purchase Warrants (the “Series A Warrants”) to purchase up to 1,840,491 Ordinary Shares (the “Warrant Shares”, and together with the Shares, the Series A Warrants, and the PurchasersSeries B Warrants, pursuant the “Securities”); (iii) Series B Ordinary Share Purchase Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”) to which purchase up to the Maximum Eligibility Number (as defined in the Series B Warrants) of Warrant Shares, with each Share being accompanied by the Warrants. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the Company, in accordance with the Company’s wire instructions, unless the Company and the Subsidiary Guarantors Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be obligated offered and sold to the Investors (aas defined below) in the Offering pursuant to file with the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) thereunder (icollectively, the “Securities Act”), in reliance upon Section 4(a)(2) a registration statement of the Securities Act and/or Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"“Regulation D”). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesSantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Santander Consumer USA Inc., a Michigan an Illinois corporation (the "Company"“SC”), proposesconfirm their agreement with SG Americas Securities, subject LLC (the “Representative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2022-5, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and conditions stated hereinCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to issue and sell to the several initial purchasers named Underwriters the Issued Notes specified in Schedule A hereto Section 3 of the Terms Exhibit (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "“Notes"”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be unconditionally guaranteed (eachcollateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"“Purchase Agreement”), among between the CompanySeller and SC, and will be conveyed to the Subsidiary Guarantors Issuer by the Seller pursuant to the Sale and The First National Bank of Chicago, as TrusteeServicing Agreement. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) terms of the Notes will be entitled are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the benefit of a Registration Rights Agreement (the "Registration Rights Sale and Servicing Agreement") of even date hereof, among the Company, the Subsidiary Guarantors . The Seller has prepared and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file filed with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under in accordance with the provisions of the Securities Act (of 1933, as amended, and the "Exchange Offer Registration Statement") registering an issue of senior notes rules and regulations of the Company guaranteed by Commission thereunder (collectively, the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances“Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 415 430D under the Securities Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreementsupplemented, the Indenture “Prospectus”) relating to the Notes and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentsmethod of distribution thereof." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesThe Bank is in the process of converting from a federally chartered savings bank in the mutual form to a federally chartered savings bank in stock form in accordance with the provisions of the Home Owners' Loan Act, Inc., a Michigan corporation as amended (the "CompanyHOLA"), proposes, subject to and the terms rules and conditions stated herein, to issue and sell to regulations of the several initial purchasers named in Schedule A hereto Office of Thrift Supervision (the "PurchasersOTS") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (which have been or which may be promulgated thereunder by the "Notes"). The Notes will be unconditionally guaranteed (eachOTS, a "Subsidiary Guaranty") on an unsecuredsuch statute, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") rules and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together regulations being collectively referred to as the "Offered SecuritiesConversion Regulations." An Application for Approval of Conversion has been filed with the OTS (the "Conversion Application") and all amendments required to the date hereof have also been filed. The United States Securities Act Conversion Application includes, among other things, the Bank's plan of 1933 is herein conversion (the "Plan") and the Bank's proxy statement for the Special Meeting of Members, to be held on __________, 1998 ("Proxy Statement"). Prior to the date hereof, the Plan has been approved by the Board of Directors (hereinafter referred to as the "Securities Act." Holders (including subsequent transfereesDirectors") of the Notes will be entitled Bank and by the OTS. Pursuant to the benefit of Plan, the Bank will convert from a Registration Rights Agreement federally chartered mutual savings bank to a federally chartered stock savings bank; the Company has filed an application (the "Registration Rights AgreementHolding Company Application") with the OTS to become a registered savings and loan holding company under HOLA; all the issued and outstanding stock of even date hereof, among the Bank will be sold to the Company, the Subsidiary Guarantors and the PurchasersCompany will issue and sell its Common Stock (as defined below) in a Subscription Offering and, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) if necessary, in a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed Community Offering or Public Offering as selected by the Subsidiary Guarantors (Company, all of which are described below and in the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstancesPlan. Collectively, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement these transactions are referred to herein collectively as the "Operative DocumentsConversion." The Company hereby agrees with Collectively, the several Purchasers as follows:Subscription Offering, the Community Offering, and the

Introductory. Champion Enterprises, Inc.Banc of America Funding Corporation, a Michigan Delaware corporation (the "Company"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Banc of America Securities LLC ("BAS" or the several initial purchasers named "Underwriter") $713,655,943 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule A I hereto (the "PurchasersOffered Certificates") U.S.$200,000,000 principal amount having the aggregate Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount) 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 (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount) within such range to be determined by the Company in its 7 5/8% Senior Notes Due 2009 sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "NotesNon-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 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 America, National Association, as seller. The Notes 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 balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be unconditionally guaranteed made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "Subsidiary GuarantyREMIC") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and ). The Certificates are to be issued under an indenture pursuant to a pooling and servicing agreement, dated as of May 3September 28, 1999 2006 (the "IndenturePooling and Servicing Agreement"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicagoas 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"). The Notes 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 Subsidiary Guaranties purchase agreement, to be dated September 28, 2006, between BAS, as purchaser and the Company (the "Purchase Agreement") are together collectively referred to herein as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Basic Documents." The Company hereby agrees with Capitalized terms used herein that are not otherwise defined herein have the several Purchasers as follows:meanings assigned thereto in the Pooling and Servicing Agreement.

Introductory. Champion EnterprisesPar Petroleum, Inc.LLC, a Michigan corporation Delaware limited liability company (the "Company"“Par Petroleum”), proposesand Par Petroleum Finance Corp. (“Finance Corp.” and, subject to together with Par Petroleum, the terms and conditions stated herein“Issuers”), propose to issue and sell to the several initial purchasers named in Schedule A hereto ▇▇▇▇▇▇▇ Sachs & Co. LLC (the "Purchasers"“Initial Purchaser”) U.S.$200,000,000 $105,000,000 aggregate principal amount of its 7 5/8the Issuers’ 12.875% Senior Secured Notes Due 2009 due 2026 (the "“Notes"”). The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the “Indenture”), among the Issuers, Par Pacific Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral trustee. The Notes will be unconditionally guaranteed (eachissued only in book-entry form in the name of Cede & Co., a "Subsidiary Guaranty") on an unsecured, senior basis by each as nominee of the Company's subsidiaries listed on Schedule B hereto The Depository Trust Company (the "Subsidiary Guarantors"“Depositary”) and are pursuant to a letter of representations, to be issued under an indenture dated as of May 3, 1999 on or before the Closing Date (the "Indenture"“DTC Agreement”), among the CompanyIssuers 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 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 Subsidiary Guarantors and The First National Bank of Chicago“Guarantors”), as Trusteepursuant to their guarantees (the “Guarantees”). The Notes and the Subsidiary Guaranties Guarantees attached thereto are together herein collectively referred to as the "Offered “Securities." ” The United States issuance and 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 “Transactions.” 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”) 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 previously existing and future Secured Debt (as defined therein), (c) a written notice specifying the name and address of the 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 Act will be subject to that certain Collateral Rights Agreement, dated as of 1933 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 ABL 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 herein referred to as the "“Time of Sale”). The Securities Act." Holders (including subsequent transferees) of are to be offered and sold to or through the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file Initial Purchaser without being registered with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933 (i) a as amended, 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 statement requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (the "Exchange Offer Registration Statement"“Rule 144A”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 or Regulation S under the Securities ActAct (“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 (b) have prepared and delivered to offer to exchange Offered Securities for Exchange Notes the Initial Purchaser copies of a Pricing Supplement, dated May 27, 2020, in the form attached hereto as Schedule A (the "Exchange Offer"“Pricing Supplement”), describing the terms of the Securities, each for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. This AgreementThe 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 Indenture Issuers will prepare and deliver to the Registration Rights Agreement are referred to herein collectively as Initial Purchaser a final offering memorandum dated the "Operative Documentsdate hereof (the “Final Offering Memorandum”)." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Sunoco LP, a Michigan corporation limited partnership organized under the laws of the State of Delaware (the "Company"“Sunoco”), proposesand Sunoco Finance Corp., subject to a corporation organized under the terms and conditions stated hereinlaws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $800,000,000 aggregate principal amount of its 7 5/8the Issuers’ 6.375% Senior Notes Due 2009 due 2023 (the "“Notes"”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of April 1, 2015 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (eachissued only in book-entry form in the name of Cede & Co., a "Subsidiary Guaranty") on an unsecured, senior basis by each as nominee of the Company's subsidiaries listed on Schedule B hereto The Depository Trust Company (the "Subsidiary Guarantors") and are “Depositary”), pursuant to a letter of representations to be issued under an indenture dated on or before the Closing Date (as of May 3, 1999 defined in Section 2 hereof) (the "Indenture"“DTC Agreement”), among the CompanyIssuers, the Subsidiary Guarantors Trustee and The First National Bank of Chicago, as Trusteethe Depositary. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of April 1, 2015 (the "“Registration Rights Agreement") of even date hereof”), among the CompanyIssuers, the Subsidiary Guarantors Guarantors, ETP Retail Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (“ETP Retail”), and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors Issuers will be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by Issuers with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under of the Securities ActAct 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 (bi) 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”), pursuant to offer 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 exchange Offered Securities for Exchange pay the principal on the Notes (the "Exchange Offer"“ETP Retail Contingent Guarantee”). This 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.” Sunoco has entered into that certain Contribution Agreement (the “Contribution Agreement”), 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 Indenture Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Registration Rights Agreement 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 “Revolving Credit Facility”) as described in the Pricing Disclosure Package (as defined below) and the payment of transaction costs are referred to herein collectively as the "Operative Documents“Transactions." ” The Company hereby agrees 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”) 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 and the ETP Retail Contingent Guarantee are to be offered and sold to or through the Initial Purchasers without being registered with the several Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, 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 have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 27, 2015, 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 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 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. 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. Champion EnterprisesOn the date hereof, Inc.Waha AC Coöperatief U.A., a Michigan corporation cooperative with excluded liability under the laws of the Netherlands (“Counterparty”), will enter into, with each of Nomura International plc (“Nomura”), Citibank N.A., London Branch (“CBNA”) and Deutsche Bank AG, London Branch (“DBAG”), a funded collar transaction (each, a “Funded Collar Transaction” and, together, the “Funded Collar Transactions”) covering 14,923,306 ordinary shares (the "Company"“Ordinary Shares”), proposespar value € 0.01 per share, subject of AerCap Holdings N.V., a public limited liability company organized under the laws of the Netherlands (the “Issuer”). In connection with hedging its exposure under the Funded Collar Transaction, on or prior to the terms and conditions stated hereinClosing Date (as defined below), to issue the Dealers (as defined below) will borrow and sell to the several initial purchasers underwriters named in Schedule A I hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 “Block Underwriters”), 10,180,679 Ordinary Shares (the "Notes"“Offered Securities”). The Notes will be unconditionally guaranteed (eachAs used herein, a "Subsidiary Guaranty") on an unsecured“Dealers” refers to and includes, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") Nomura, CBNA and are to be issued under an indenture dated as DBAG, together with any of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") their respective affiliates who (i) a registration statement borrow and/or sell Offered Securities to the several Block Underwriters on behalf of In addition, on or prior to the Closing Date, the Dealers will borrow an additional 4,742,627 Ordinary Shares (the “Additional Securities”), which Citigroup Global Markets Inc. (the “Lead Block Underwriter”) will sell as provided herein, on behalf of such Dealers, in each case, under the Registration Statement (as defined below), in connection with the Funded Collar Transaction. The Offered Securities Act (and the "Exchange Offer Registration Statement") registering an issue of senior notes of Additional Securities will be sourced from the Company guaranteed Ordinary Shares pledged as collateral by the Subsidiary Guarantors (Counterparty for the "Exchange Notes") which shall Funded Collar Transaction. The Offered Securities and the Additional Securities will be identical sourced from the Ordinary Shares pledged as collateral by the Counterparty for the Funded Collar Transaction. The Additional Securities will not be included in all material respects to the offering of the Offered Securities (except that to be underwritten by the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This AgreementBlock Underwriters; however, the Indenture Dealers will sell the Additional Securities solely through the Lead Block Underwriter as provided herein. Counterparty, the Issuer and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company Dealers hereby agrees agree with the several Purchasers Block Underwriters and with each other as follows:

Introductory. Champion Enterprises, Inc.DDi Corp., a Michigan California corporation (the "CompanyDDI")) proposes that DDi Corp., proposes, subject to the terms and conditions stated herein, to a Delaware corporation into which it will merge ("DDI MERGER CO.") will issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount __________ shares of its 7 5/8% Senior Notes Due 2009 common stock, par value $.01 per share (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each SECURITIES" and such _________ shares of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together Securities being hereinafter referred to as the "Offered Securities.FIRM SECURITIES"), following completion of the Reclassification (as defined herein) For purposes of this Agreement, the "COMPANY" shall mean (a), for all periods prior to the Reclassification, DDi and (b), for all periods following the Reclassification, DDi Merger Co. (which shall be named DDi Corp. upon completion of the Reclassification). The United States Company also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than _________ additional shares of its Securities Act of 1933 is herein (such ______________ additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities Act." Holders (including subsequent transferees) and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the Notes offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to _____________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be entitled sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of this business day on which this Agreement is executed will be offered to the benefit of public by the Underwriters as set forth in the Prospectus. On or soon after the Closing Date (as defined herein), pursuant to a Registration Rights Share Purchase Agreement (the "Registration Rights AgreementPURCHASE AGREEMENT") of even date hereofdated March 22, among the Company, the Subsidiary Guarantors 2000 by and the Purchasers, pursuant to which between the Company and the Subsidiary Guarantors shareholders of MCM Electronics Limited ("MCM"), DDi Merger Co. will be obligated (a) to file with acquire all of the Securities and Exchange Commission outstanding capital stock of MCM (the "CommissionACQUISITION") (i) for a registration statement under purchase price of approximately $___ million, payable in cash, _________ shares of Securities and the Securities Act assumption of $______ million in debt (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange OfferACQUISITION CONSIDERATION"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers Underwriters named in Schedule A hereto ("UNDERWRITERS") as follows:

Introductory. Champion EnterprisesThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by Vision Marine Technologies Inc., a Michigan corporation formed under the laws of the Province of Quebec (the "“Company"”), proposesto act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, subject as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Securities Purchase Agreement (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"defined below). The Notes Offering will be unconditionally guaranteed consist of an aggregate of (i) 4,256,400 Voting Common Shares – Series Investor 1 (the “Shares”) of the Company, with no par value per Voting Common Share (the “Common Shares”), (ii) 450,000 pre-funded warrants (each, a "Subsidiary Guaranty"“Pre-Funded Warrant”, and in the aggregate, the “Pre-Funded Warrants”) to purchase one Common Share at an exercise price of C$0.001 per share (the “Pre-Funded Warrant Shares”) until such time as the Pre-Funded Warrants are exercised in full, subject to adjustment as provided in the Pre-Funded Warrants and (iii) warrants (the “Warrants” and, together with the Pre-Funded Warrants and the Shares, the “Securities”) to purchase 2,353,200 Common Shares (the “Warrant Shares”), on an unsecured, senior the basis by each of one Share (or Pre-Funded Warrant) and one-half of a Warrant. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of the Company's subsidiaries listed on Schedule B hereto (purchase price of the "Subsidiary Guarantors") and are Securities subscribed for to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, in accordance with the Subsidiary Guarantors and The First National following instructions: Bank of ChicagoName: TD Canada Trust. Bank Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, as TrusteeSuite 100, Montreal, QC H2Z 0B2, Canada. The Notes and the Subsidiary Guaranties are together referred to as the "Offered SecuritiesSwift: ▇▇▇▇▇▇▇▇▇▇▇. Account No." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof: 41607349619. Title: Vision Marine Technologies Inc. Account Address: 730 Boul. Du Curé-▇▇▇▇▇▇, among the CompanyBoisbriand, the Subsidiary Guarantors and the PurchasersQC J7G 2A7, pursuant to which Canada, unless the Company and the Subsidiary Guarantors Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be obligated offered and sold to the Investors (aas defined below) in the Offering pursuant to file with the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) thereunder (icollectively, the “Securities Act”), in reliance upon Section 4(a)(2) a registration statement of the Securities Act and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"“Regulation D”). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesClean Harbors, Inc., a Michigan Massachusetts corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "“Purchasers"”) U.S.$200,000,000 $150,000,000 aggregate principal amount of its 7 5/8% 11¼% Senior Secured Notes Due 2009 2012 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty"“Offered Securities”) on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3June 30, 1999 2004 (the "“Indenture"”), by and among the Company, the Subsidiary Guarantors and The First U.S. Bank National Bank of ChicagoAssociation, as trustee (the “Trustee. The Notes and ”), on a private placement basis pursuant to an exemption under Section 4(2) of the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein 1933, as amended (the “Securities Act”). The Offered Securities will be unconditionally guaranteed (the “Subsidiary Guarantees”) on a senior secured basis by the Company’s domestic subsidiaries listed on the signature page hereof (collectively, the “Guarantors”). The Company and the Guarantors to be party to the Indenture on the Closing Date (as defined below) are referred to collectively as the "Securities Act“Issuers." Holders (including subsequent transferees) ” The holders of the Notes Offered Securities will be entitled to the benefit benefits of the Security Documents (as defined in the Indenture) and a Registration Rights Agreement dated as of June 30, 2004, among the Issuers and the Purchasers (the "“Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers”), pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) Issuers agree to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "“Exchange Offer Registration Statement"”) with the Securities Exchange Commission (the “Commission”) registering an issue the offering of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "“Exchange Notes"Securities”) which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes Securities will not contain terms with respect to transfer restrictions) and to be offered in exchange for the Offered Securities (iithe “Exchange Offer”) under certain circumstancesand, if required by the Registration Rights Agreement, a shelf registration statement pursuant (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to Rule 415 under the Securities Actresale by certain holders of the Offered Securities. Pursuant to the Security Documents, the Issuers have agreed, among other things, to grant to Credit Suisse First Boston, acting through its Cayman Islands Branch, as collateral agent (the “Collateral Agent”), for the benefit of the Trustee and (b) to offer to exchange the holders of the Offered Securities for Exchange Notes a second priority security interest in and lien on the Collateral (as defined in the "Exchange Offer"Security Agreement described in Section 2(oo). This Agreement), subject to certain exceptions and otherwise in accordance with the terms of the Indenture and the Registration Rights Agreement are referred to herein collectively Security Documents and as described in the "Operative Documents." Offering Circular. The Company Issuers, jointly and severally, hereby agrees agree with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.El Paso Production Holding Company, a Michigan Delaware corporation (the "CompanyCOMPANY"), a wholly owned subsidiary of El Paso Corporation, a Delaware corporation ("EPC"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersPURCHASERS") U.S.$200,000,000 U.S.$1,200,000,000 principal amount of its 7 5/87.75% Senior Notes Due 2009 due 2013 ("OFFERED SECURITIES") to be issued under an indenture, dated as of May 23, 2003 (the "NotesINDENTURE"), between the Company, the Guarantors (as defined below) and Wilmington Trust Company, as Trustee. The Notes Offered Securities will be unconditionally guaranteed (each, a "Subsidiary GuarantyGUARANTEE") on an unsecured, senior basis by each of the Company's subsidiaries entities listed on in Schedule B hereto herein (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "IndentureGUARANTORS"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities ActSECURITIES ACT." Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as hereinafter defined), in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "REGISTRABLE SECURITIES" (as defined in the Registration Rights Agreement") of even date hereof). Pursuant to the Registration Rights Agreement, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration StatementEXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior notes of relating to the Company's 7.75% Senior Notes due 2013 in a like aggregate principal amount as the Company guaranteed by issued under the Subsidiary Guarantors (the "Exchange Notes") which shall be Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (except that the Exchange Notes will not contain terms "EXCHANGE SECURITIES"), with respect Guaranties endorsed thereon by the Guarantors, to transfer restrictionsbe offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and the Guaranties thereof or (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer"). This AgreementOffer Registration Statement, the Indenture "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Offered Securities and to use its commercially reasonable best efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities, the Guaranties to be endorsed thereon, the Exchange Securities and the Guaranties to be endorsed thereon are referred to herein collectively as the "Operative Documents." SECURITIES". The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion EnterprisesDrive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Drive Auto Receivables Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”) and Drive Consumer USA Inc., a Michigan an Illinois corporation (the "Company"“Drive Consumer”), proposesconfirm their agreement with [List underwriters] (collectively, subject the “Underwriters”) as follows: The Seller proposes to the terms and conditions stated herein, to issue and sell to the several initial purchasers named Underwriters the notes of the classes designated in Schedule A hereto the applicable Terms Agreement (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior “Notes”). The Notes Due 2009 are to be issued by the Issuer under the Indenture (the "Notes"“Indenture”), dated as of the Closing Date, between the Issuer and [ ], as indenture trustee (the “Indenture Trustee”). The Notes will be unconditionally guaranteed collateralized by the Trust Estate (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each as defined below). The assets of the Company's subsidiaries listed on Schedule B hereto Issuer (the "Subsidiary Guarantors"“Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and are other property of the Issuer, including without limitation: (i) all right, title, and interest of the Seller in and to be issued the Contracts acquired by the Issuer under an indenture the Sale and Servicing Agreement, dated as of May 3the Closing Date, 1999 by and among the Seller, the Issuer, Drive Consumer and the Indenture Trustee (the "Indenture")“Sale and Servicing Agreement”) and all monies due thereunder after the applicable Cut-Off Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, among credit life or disability, or other insurance policies maintained by the CompanyObligors thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transfereesobligations) of the Notes Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date; (vii) the Trust Accounts and all funds on deposit from time to time and all rights of the Seller therein; (viii) the related Contract Files; and (ix) the proceeds of any and all of the foregoing. The Contracts and the Related Security will be entitled conveyed to the benefit Seller by Drive Consumer pursuant to the Contribution Agreement, dated as of the Closing Date, between the Seller and Drive Consumer (the “Contribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. [On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Swap Counterparty to hedge the floating interest rate on the Class [ ] Notes (the “Swap Agreement”).] [On the Closing Date the Note Insurer will issue a note guaranty insurance policy (the “Note Insurance Policy”) guaranteeing certain payments due in respect of the [Class A] Notes.] [On the Closing Date, the Issuer will enter into a Letter of Credit Reimbursement Agreement with the Letter of Credit Bank and the Letter of Credit Bank will issue the Reserve Account Letter of Credit.] The terms of the Notes are set forth in the Registration Rights Statement (as defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the "Registration Rights meanings given such terms in Appendix A to the Sale and Servicing Agreement") of even date hereof, among the Company, the Subsidiary Guarantors . The Seller has prepared and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file filed with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under in accordance with the provisions of the Securities Act (of 1933, as amended, and the "Exchange Offer Registration Statement") registering an issue of senior notes rules and regulations of the Company guaranteed by Commission thereunder (collectively, the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances“Act”), a shelf registration statement on Form S-3 (having the registration number 333-[ ]), including a form of prospectus, relating to the Notes. The registration statement [as amended] has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 415 430B under the Securities Act, and is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Act (b“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, the “Prospectus Supplement”) to offer the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to exchange Offered Securities for Exchange Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to herein collectively as the "Operative Documents“Prospectus." The Company hereby agrees with the several Purchasers as follows:”

Introductory. Champion EnterprisesBlackstone Capital Partners II Merchant Banking Fund L.P. ("BCP"), Inc.Blackstone Offshore Capital Partners II L.P. ("BOCP") and Blackstone Family Investment Partnership II L.P. ("BFIP", a Michigan corporation and together with BCP and BOCP, the "Selling Stockholders") propose severally to sell (the "CompanyU.S. Offering"), proposes, subject to the terms and conditions stated herein, to issue and sell ) to the several initial purchasers underwriters named in Schedule A hereto (the "PurchasersUnderwriters") U.S.$200,000,000 principal amount ), an aggregate of its 7 5/8% Senior Notes Due 2009 5,120,000 outstanding shares (the "NotesU.S. Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities"), of UCAR International Inc., a Delaware corporation ("UCAR"). The Notes will be unconditionally guaranteed (eachSelling Stockholders also propose severally to sell to the Underwriters, a "Subsidiary Guaranty") on an unsecured, senior basis by each at the option of the Company's subsidiaries listed on Schedule B hereto Underwriters and the Managers (as defined below), an aggregate of not more than 660,958 additional outstanding Securities (the "Subsidiary GuarantorsOptional Securities") as set forth below. The U.S. Firm Securities and the Optional Securities that may be sold to the Underwriters (the "U.S. Optional Securities") are herein collectively called the "U.S. Securities". It is understood that UCAR and the Selling Stockholders are concurrently entering into a Subscription Agreement, dated the date hereof (the "Subscription Agreement"), with Credit Suisse First Boston (Europe) Limited ("CSFBL") and are the other managers named therein (together with CSFBL, the "Managers"), relating to be issued under an indenture dated as of May 3, 1999 the concurrent offering and sale (the "IndentureInternational Offering")) by the Selling Stockholders of an aggregate of 1,280,000 Securities (the "International Firm Securities", among which together with the Company, Optional Securities that may be sold to the Subsidiary Guarantors Managers (the "International Optional Securities") are hereinafter called the "International Securities") outside the United States and The First National Bank of Chicago, as TrusteeCanada. The Notes U.S. Firm Securities and the Subsidiary Guaranties International Firm Securities are together collectively referred to as the "Firm Securities". The U.S. Securities and the International Securities are collectively referred to as the "Offered Securities." The United States Securities Act ". To provide for the coordination of 1933 is herein referred to as their activities, the "Securities Act." Holders (including subsequent transferees) of Underwriters and the Notes will be entitled to the benefit of a Registration Rights Managers have entered into an Agreement (the "Registration Rights Agreement") of even date hereofBetween U.S. Underwriters and Managers which permits them, among the Companyother things, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to sell the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities each other for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentspurposes of resale." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Calpine Capital Trust, a Michigan corporation statutory business trust formed under the laws of the State of Delaware (the "CompanyTRUST"), proposesand Calpine Corporation, subject to a Delaware Corporation, as sponsor of the terms Trust and conditions stated hereinas guarantor (the "COMPANY"), to propose that the Trust issue and sell 4,000,000 [___]% Convertible Preferred Securities Remarketable Term Income Deferrable Equity Securities (HIGH TIDES)(sm) (the "FIRM SECURITIES") and also propose that the Trust issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional HIGH TIDES ("OPTIONAL SECURITIES") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". The Offered Securities represent undivided beneficial interests in the assets of the Trust, guaranteed by the Company as to the payment of distributions, and as to payments on liquidation or 2 redemption, to the extent set forth in a guarantee agreement (the "GUARANTEE") between the Company and The Bank of New York, as trustee (the "GUARANTEE TRUSTEE"). The proceeds of the sale by the Trust of the Offered Securities and its common securities in an aggregate liquidation amount equal to at least 3% of the total capital of the Trust (the "COMMON SECURITIES") are to be invested in the Convertible Subordinated Debentures due 2029 (the "DEBENTURES") of the Company, to be issued pursuant to an Indenture (the "INDENTURE") between the Company and The Bank of New York, as trustee (the "PROPERTY TRUSTEE"). The Offered Securities are convertible into Debentures, which are convertible into shares of common stock, par value $.001 per share, of the Company ("COMPANY COMMON STOCK"). The Company and the Trust agree with the several initial purchasers Underwriters named in Schedule A hereto (the "PurchasersUNDERWRITERS") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc., a Michigan corporation The Stockholders listed in Schedule A hereto (the "Company"), proposes“Selling Stockholders”) agree severally, subject to the terms and conditions stated herein, to issue sell an aggregate of [—] outstanding shares (such [—] outstanding shares being hereinafter referred to as the “Firm Securities”) of the Common Stock, par value $0.01 per share (the “Securities” or “Common Stock”) of GNS II (U.S.) Corp. (“M Holdings”), a Delaware corporation and sell a direct, wholly-owned subsidiary of The Mosaic Company, a Delaware corporation (“Old Mosaic”), that will change its name to “The Mosaic Company” promptly following the Merger Effective Time (as defined in the Merger and Distribution Agreement (the “Merger and Distribution Agreement”) dated as of January 18, 2011, among Old Mosaic, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, a Delaware corporation (“Cargill”), M Holdings, GNS Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of M Holdings (“Merger Sub”) and, for the limited purposes set forth therein, the ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Foundation and the ▇▇▇▇ ▇▇▇ Charitable Trust (collectively, the “Trusts”)), to the several initial purchasers underwriters named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors"“Underwriters”) for which Credit Suisse Securities (USA) LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and UBS Securities LLC are acting as representatives (the “Representatives”) in connection with the offering (the “Offering”) and are sale of such Firm Securities, as set forth below. In addition, the Selling Stockholders severally agree, at the option of the Underwriters, to be issued under sell to the Underwriters an indenture dated as aggregate of May 3, 1999 not more than [—] additional Securities (the "Indenture"“Optional Securities”), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trusteeset forth below. The Notes Firm Securities and the Subsidiary Guaranties Optional Securities are together referred to as hereinafter called the "“Offered Securities." The United States Securities Act ” Pursuant to the Merger and Distribution Agreement and the other Transaction Documents (as defined in the Merger and Distribution Agreement) and any amendments thereto, Old Mosaic, ▇▇▇▇▇▇▇, M Holdings and Merger Sub have agreed to engage in a series of 1933 is herein referred transactions, pursuant to which on the Closing Date (as defined in the "Securities Act." Holders Merger and Distribution Agreement) and prior, in any case, to the First Closing Date (including subsequent transfereesas defined below): (a) the certificate of incorporation of M Holdings will be amended (such amendment, the Notes “M Holdings Charter Amendment”) to, among other things, (x) authorize the issuance of (A) four series of shares of Class A Common Stock, with each share of each such series being entitled to one (1) vote with respect to all matters on which the holders of Class A Common Stock are entitled to vote, (B) three series of shares of Class B Common Stock, with each share of each such series being entitled to ten (10) votes with respect to the election of directors and one (1) vote with respect to all other matters on which the holders of Class B Common Stock are entitled to vote, and (C) shares of Common Stock, each share of which will be entitled to one (1) vote with respect to all matters on which the benefit holders of a Registration Rights Agreement Common Stock are entitled to vote; and (y) reclassify all of the shares of capital stock of M Holdings then held by Old Mosaic into shares of Common Stock to be held by Old Mosaic; (b) after the effective time of the M Holdings Charter Amendment, Merger Sub will merge with and into Old Mosaic (the "Registration Rights Agreement"“Merger”) of even date hereof, among (with Old Mosaic being the Company, the Subsidiary Guarantors and the Purchasers, surviving corporation in such Merger) pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) Old Mosaic will become a registration statement under wholly-owned subsidiary of M Holdings; (ii) a portion of the Securities Act outstanding shares of Mosaic Common Stock (as defined in the Merger and Distribution Agreement) held by Cargill will be converted, on a one-for-one basis, into the right to receive shares of the different series of Class A Common Stock and Class B Common Stock; and (iii) each of the other outstanding shares of Mosaic Common Stock (including a portion of the shares of Mosaic Common Stock held by Cargill) will be converted, on a one-for-one basis, into the right to receive shares of Common Stock; (c) as promptly as practicable after the Merger Effective Time (as defined in the Merger and Distribution Agreement), Cargill will consummate a split-off transaction (the "Exchange Offer Registration Statement"“Split-off”) registering an issue of senior notes pursuant to which Cargill will exchange all of the Company guaranteed shares of Class B Common Stock, Class A Common Stock and Common Stock to be received by it in the Subsidiary Guarantors Merger (other than certain shares retained by Cargill (as described in the "Merger and Distribution Agreement)) with stockholders of Cargill for outstanding shares of capital stock of Cargill held by such stockholders of Cargill; and (d) the parties will consummate certain other Transactions (as defined in the Merger and Distribution Agreement), including the Initial Debt Exchange Notes") which shall be identical (as defined in all material respects the Merger and Distribution Agreement). As used in this Agreement, unless the context otherwise requires, references to the Offered Securities “Company” are to (except that i) Old Mosaic prior to the Exchange Notes will not contain terms with respect consummation of the M Holdings Charter Amendment, the Merger, the Split-Off and the other Transactions which are intended to transfer restrictionsbe consummated on or prior to the Closing Date (collectively, the “Restructuring Transactions”) and (ii) under certain circumstancesM Holdings after the consummation of the Restructuring Transactions, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentscontext so requires." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesMillenium Seacarriers, Inc., a Michigan Cayman Islands corporation (the "CompanyIssuer"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 $100,000,000, Representing 100,000 Units (the "NotesUnits"), each Unit consisting of one of its 12% First Priority Ship Mortgage Notes Due 2005 in a principal amount at maturity of $1,000 and one Warrant (each a "Warrant") to purchase 5 shares of common stock, par value $1 per share (the "Common Stock") of the Issuer at the exercise price of $.01 per share. The Notes and Warrants are collectively referred to herein as the "Offered Securities". The Notes will be unconditionally guaranteed (each, on a "Subsidiary Guaranty") on an unsecured, senior basis by each of the CompanyIssuer's subsidiaries listed that owns a Mortgaged Vessel (as herein defined) on Schedule B hereto the Closing Date (as herein defined) or thereafter, identified on the signature pages to this Agreement or to an amendment thereto (the "Subsidiary Guarantors") and are to ). The Notes will be issued under an indenture dated as of May 3July 15, 1999 1998 (the "Indenture"), among the CompanyIssuer, the Subsidiary Guarantors and The First National Bank of ChicagoMaryland, a national banking association, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as trustee (the "Offered Securities." The Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 is (the "Securities Act"). The guarantees of the Subsidiary Guarantors are herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes Guarantees". The Warrants will be entitled to the benefit issued under a warrant agreement dated as of a Registration Rights Agreement July 15, 1998 (the "Registration Rights Warrant Agreement") between the Issuer and The First National Bank of even date hereofMaryland as warrant agent (the "Warrant Agent"). To secure, among the Companyother things, the Notes and its respective Guarantee, each Subsidiary Guarantors Guarantor will pledge and assign to the PurchasersCollateral Agent (as defined) all its right, title and interest in and to (i) the vessel (the "Mortgaged Vessel") owned by it, pursuant to a Mortgage (as defined in the Indenture), substantially in the form heretofore agreed to be issued in favor of the Collateral Agent, (ii) all the policies and contracts of insurance taken out from time to time in respect of its Mortgaged Vessel pursuant to an Assignment of Insurance (an "Insurance Assignment"), (iii) if applicable, the time charterparty earnings and hire (the "Charter") and freights relating to its Mortgaged Vessel pursuant to the Indenture, and (iv) all accounts maintained in the name of the Collateral Agent pursuant to which any proceeds of (i) and (ii) will be delivered under the circumstances described in the Collateral Agency Agreement and all accounts maintained in the name of the Trustee pursuant to which any proceeds of (iii) will be delivered under the circumstances described in the Indenture. The Notes will also be secured by, among other things, a pledge by the Issuer of all the issued and outstanding capital stock of each Subsidiary Guarantor (the "Pledged Stock") pursuant to the Indenture and by the escrow account created pursuant to the terms of the Escrow Agreement, dated as of July 15, 1998 (the "Escrow Agreement"), between the Issuer and The First National Bank of Maryland, as escrow agent (the "Escrow Agent"), into which the Company net proceeds of the Offering will be delivered and held under the circumstances described in the Escrow Agreement. The Subsidiary Guarantors will obtain certain commercial and technical management services from the sole shareholder of the Issuer, Millenium Management Inc., a Cayman Islands corporation ("MMI"), and, pursuant to certain subcontracts from MMI, from Kylco Maritime Limited ("Kylco Greece") and Kylco Maritime (USA) Limited ("Kylco USA" and, collectively, "Kylco"). The rights of the various creditors of the Issuer and the Subsidiary Guarantors will be obligated (a) to file with the Securities governed by a Collateral Agency and Exchange Commission Intercreditor Agreement dated as of July 15, 1998 (the "CommissionCollateral Agency Agreement"), among the Issuer, the Subsidiary Guarantors, The First National Bank of Maryland, as collateral agent and trustee (the " Collateral Agent") (i) a registration statement under and Bank of New York. The Indenture, the Securities Act (Mortgages the Collateral Agency Agreement, the Insurance Assignments and the Escrow Agreement, collectively, will hereinafter be referred to as the "Exchange Offer Registration StatementSecurity Documents") registering an issue of senior notes of the Company guaranteed by . The Issuer and the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) hereby agree, jointly and (ii) under certain circumstancesseverally, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Retailers National Bank, a Michigan national banking association ("RNB"), from time to time sells, transfers and conveys receivables (the "RECEIVABLES") generated from time to time in a portfolio of open end bank credit card accounts and other rights to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Corporation, a Minnesota corporation ("DHCC"). DHCC from time to time sells, transfers and conveys the Receivables and other rights to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Receivables Corporation, a Minnesota corporation (the "CompanyTRANSFEROR"). The Transferor from time to time transfers the Receivables to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Credit Card Master Trust (the "TRUST"), proposesand the Transferor and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation, subject a Minnesota corporation (the "COMPANY"), propose to cause the Trust to issue to the Transferor $400,000,000 principal amount of 5.90% Class A Asset Backed Certificates, Series 1998-1 (the "CERTIFICATES"), which the Transferor proposes to sell to the Underwriters pursuant to the terms hereof, and conditions stated herein$ 122,875,817 principal amount of non interest bearing Class B Asset Backed Certificates, Series 1998-1 (the "CLASS B CERTIFICATES"), which the Transferor intends to retain. The Receivables are and will be (i) conveyed to DHCC by RNB pursuant to the Bank Receivables Purchase Agreement, dated as of September 13, 1995, as amended (the "BANK RECEIVABLES PURCHASE AGREEMENT") between RNB and DHCC, (ii) conveyed to the Transferor by DHCC pursu- ant to the Receivables Purchase Agreement, dated as of September 13, 1995, as amended (the "RECEIVABLES PURCHASE AGREEMENT") between DHCC and the Transferor and (iii) transferred from the Transferor to the Trust pursuant to (a) a Pooling and Servicing Agreement among the Transferor, RNB, as Servicer, and Norwest Bank Minnesota, National Association, as Trustee, dated as of September 13, 1995, as amended (the "POOLING AND SERVICING AGREEMENT") and (b) the Series 1998-1 Supplement to the Pooling and Servicing Agreement, to issue be dated as of August 12, 1998 (the "SUPPLEMENT"), among the Transferor, the Servicer and sell the Trustee. Each Certificate represents a specified percentage undivided interest in the Trust. This Underwriting Agreement shall hereinafter be referred to as this "Agreement". This Agreement, the Bank Receivables Purchase Agreement, the Receivables Purchase Agreement, the Pooling and Servicing Agreement and the Supplement shall collectively hereinafter be referred to as the "Basic Documents". Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement and the Supplement. The Transferor and the Company hereby agree with the several initial purchasers Underwriters named in Schedule A hereto (the "PurchasersUNDERWRITERS") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesRemington Arms Company, Inc., a Michigan Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/810-1/2% Senior Notes Due 2009 due 2011 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, to be dated as of May 3, 1999 the Closing Date (as defined below) (the "Indenture"), among the Company, the Subsidiary 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 United States Securities Act of 1933 (the "Securities Act"). The holders of the Offered Securities (as defined below) will be entitled to the benefits of a Registration Rights Agreement to be dated the Closing Date among the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Issuers (as defined below) will agree to use their reasonable best efforts to file a registration statement with the Securities Exchange Commission (the "Commission") registering the resale of the Offered Securities under the Securities Act. The First National Bank Notes will be guaranteed by all existing domestic Subsidiaries and by all Subsidiaries that in the future guarantee certain other indebtedness of Chicagothe Company, if any (as Trusteedefined in the Indenture), each of which will become a guarantor in accordance with the terms of the Indenture (collectively, the "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 the Subsidiary Guaranties Guarantees are together referred to collectively as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will to be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects party to the Offered Securities (except that Indenture on the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement Closing Date are referred to herein collectively as the "Operative DocumentsIssuers." The Company and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc., a Michigan corporation (the "Company"), proposes, subject Subject to the terms and conditions stated hereinherein contained, eHi Car Services Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $200,000,000 aggregate principal amount of its 7 5/8the Company’s 7.50% Senior Notes Due 2009 due 2018 (the "“Notes"”). The Notes Securities (as defined below) will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3December 8, 1999 2015 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First National Bank of ChicagoCiticorp International Limited, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally by the following direct and indirect subsidiaries of the Company: Brave Passion Limited, eHi Auto Services (Hong Kong) Holding Limited and L&L Financial Leasing Holding Limited, (collectively, the “Guarantors”) pursuant to their guarantees (the “Guarantees”). The Notes and the Subsidiary Guaranties Guarantees are together herein collectively referred to as the "Offered “Securities." ” The United States date of the completion of the offering of the Notes, as specified in Section 2 below, is referred to herein as the “Closing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company understands that the Initial Purchasers propose to make an offering of the Securities Act 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 1933 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 herein referred to as the "“Time of Sale”). The Securities Act." Holders (including subsequent transferees) of are to be offered and sold to or through the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file Initial Purchasers without being registered with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933 (i) a as amended, 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 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 statement requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act (the "Exchange Offer Registration Statement"“Rule 144A”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 or Regulation S under the Securities Act, and Act (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"“Regulation S”). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents)." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesThis Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Univest Securities, Inc.LLC, (“Univest” or the “Placement Agent”) shall be engaged by GD Culture Group Limited, a Michigan corporation formed under the laws of the State of Nevada (the "“Company"”), proposes, subject to act as the terms and conditions stated herein, to issue and sell to exclusive Placement Agent in connection with the several initial purchasers named in Schedule A hereto private placement (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together hereinafter referred to as the "Offered Securities." “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below). The United States Securities Act Offering will consist of 1933 is herein referred to as an aggregate of $5,500,000 of shares (the "Securities Act." Holders (including subsequent transferees“Shares”) of the Notes Company’s common stock, $0.0001 par value per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants” and together with the Shares, the “Securities”) to purchase Common Stock. Each person desiring to purchase Securities in the Offering will be entitled required to (i) execute and deliver to the benefit Company a fully completed Securities Purchase Agreement; and (ii) transmit the full amount of a Registration Rights Agreement (the "Registration Rights Agreement") purchase price of even date hereof, among the Securities subscribed for to the Company, in accordance with the Subsidiary Guarantors and the Purchasersinstructions agreed by parties, pursuant to which unless the Company and the Subsidiary Guarantors Investors agree to wire transfer to a separate account specified in writing between the parties. The Securities will be obligated offered and sold to the Investors (aas defined below) in the Offering pursuant to file with the exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the "“Commission"”) thereunder (icollectively, the “Securities Act”), in reliance upon Section 4(a)(2) a registration statement of the Securities Act and/or Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"“Regulation D”). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesThe CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Michigan Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "CompanyTrust"), proposes, subject to the terms and conditions stated herein, ) to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several initial purchasers Underwriters named in Schedule A I hereto (the "PurchasersUnderwriters") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesSantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Santander Consumer USA Inc., a Michigan an Illinois corporation (the "Company"“SC”), proposesconfirm their agreement with ▇▇▇▇▇ Fargo Securities, subject LLC (the “Representative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Santander Drive Auto Receivables Trust 2023-5, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and conditions stated hereinCitibank, N.A., as indenture trustee (the “Indenture Trustee”). The Seller proposes to issue and sell to the several initial purchasers named Underwriters the Issued Notes specified in Schedule A hereto Section 3 of the Terms Exhibit (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "“Notes"”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date (the “Sale and Servicing Agreement”), by and among the Seller, the Issuer, SC, as servicer, and the Indenture Trustee, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be unconditionally guaranteed (eachcollateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"“Purchase Agreement”), among between the CompanySeller and SC, and will be conveyed to the Subsidiary Guarantors Issuer by the Seller pursuant to the Sale and The First National Bank of Chicago, as TrusteeServicing Agreement. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) terms of the Notes will be entitled are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the benefit of a Registration Rights Agreement (the "Registration Rights Sale and Servicing Agreement") of even date hereof, among the Company, the Subsidiary Guarantors . The Seller has prepared and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file filed with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under in accordance with the provisions of the Securities Act (of 1933, as amended, and the "Exchange Offer Registration Statement") registering an issue of senior notes rules and regulations of the Company guaranteed by Commission thereunder (collectively, the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances“Act”), a shelf registration statement on Form SF-3 (having the registration number 333-261901), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 415 430D under the Securities Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreementsupplemented, the Indenture “Prospectus”) relating to the Notes and the Registration Rights Agreement are referred to herein collectively as the "Operative Documentsmethod of distribution thereof." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.RCL Trust 1996-1, a Michigan corporation Delaware business trust (the "CompanySeller"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to the several initial purchasers underwriters named in on Schedule A I attached hereto (the "PurchasersUnderwriters") U.S.$200,000,000 $______ initial principal amount balance of its 7 5/8___% Class A-1 Asset Backed Senior Notes Due 2009 and $ ____ initial principal balance of __% Class A-2 Asset Backed Senior Notes (collectively, the "Senior Notes"), issued by Ford Credit Auto Lease Trust 1996-1 (the "NotesIssuer"). Each Senior Note will be secured by the assets of the Issuer (the "Lease Trust Estate"), which include, among other things, certificates (the "Series 1996-1 Certificates") representing a 100% undivided beneficial interest in specified retail automobile and light truck leases (the "Series 1996-1 Leases"), certain monies due thereunder on or after __________, 1996 (the "Series 1996-1 Cut-Off Date"), the related leased vehicles (the "Series 1996-1 Leased Vehicles") and all proceeds from the sale of Series 1996-1 Leased Vehicles upon termination of the related Series 1996-1 Leases. The Series 1996-1 Leases are to be administered for the Issuer by Ford Motor Credit Company (the "Administrative Agent" or "Ford Credit"). The Senior Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on issued pursuant to an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are Indenture to be issued under an indenture dated as of May 3November __, 1999 1996 (the "Indenture"), among the Companybetween PNC Bank, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement Delaware (the "Registration Rights AgreementLease Trustee") ), on behalf 2 of even date hereofthe Issuer, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission The Chase Manhattan Bank as Indenture Trustee (the "CommissionIndenture Trustee") (i) a registration statement under ). Simultaneously with the Securities Act issuance and sale of the Senior Notes as contemplated herein, the Issuer will also issue $_______ initial principal balance of __% Asset Backed Subordinated Notes and $_ ________ initial principal balance of ___% Asset Backed Lease Trust Certificates (the "Exchange Offer Registration StatementLease Trust Certificates") registering an issue ), payments in respect of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects are, to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, extent specified in the Indenture and the Registration Rights Agreement are referred Lease Trust Agreement, subordinated to the rights of the holders of the Senior Notes. Capitalized terms used herein collectively as and not otherwise defined shall have the meanings given them in the Indenture. For purposes of this Agreement, the "Operative Basic Documents" mean, collectively, the Indenture, the FCTT Agreement, the Administrative Agency Agreement, the Series 1996-1 Supplement, the RCL Trust Agreement, the Asset Contribution Agreement, the Transfer Agreement, the Program Operating Lease, the Lease Trust Agreement and the Lease Trust Paying Agent Agreement." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Sunoco LP, a Michigan corporation limited partnership organized under the laws of the State of Delaware (the "Company"“Sunoco”), proposesand Sunoco Finance Corp., subject to a corporation organized under the terms and conditions stated hereinlaws of the State of Delaware (“Finance Corp.” and, together with Sunoco, the “Issuers”), propose to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $600,000,000 aggregate principal amount of its 7 5/8the Issuers’ 5.500% Senior Notes Due 2009 due 2020 (the "“Notes"”). Credit Suisse Securities (USA) LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of July 20, 2015 (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (eachissued only in book-entry form in the name of Cede & Co., a "Subsidiary Guaranty") on an unsecured, senior basis by each as nominee of the Company's subsidiaries listed on Schedule B hereto The Depository Trust Company (the "Subsidiary Guarantors") and are “Depositary”), pursuant to a letter of representations to be issued under an indenture dated on or before the Closing Date (as of May 3, 1999 defined in Section 2 hereof) (the "Indenture"“DTC Agreement”), among the CompanyIssuers, the Subsidiary Guarantors Trustee and The First National Bank of Chicago, as Trusteethe Depositary. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of July 20, 2015 (the "“Registration Rights Agreement") of even date hereof”), among the CompanyIssuers, the Subsidiary Guarantors and the Representative, on behalf of itself and the other Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors Issuers will be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by Issuers with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under of the Securities ActAct 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 (bi) 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”), 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.” It is understood by the parties hereto that Sunoco has entered into that certain Contribution Agreement (the “Contribution Agreement”), dated as of July 14, 2015, by and among Susser Holdings Corporation (“SHC”), ETP Holdco Corporation (“ETP Holdco”), Heritage Holdings, Inc. (“HHI” and, together with ETP Holdco, the “Contributors”), Sunoco, the General Partner (as herein defined), and Energy Transfer Partners, L.P., pursuant to which Sunoco will acquire 100% of the equity interests in SHC (the “Acquisition”). Pursuant to the terms of the Contribution Agreement, Sunoco will pay to the Contributors at the closing of the Acquisition approximately $966.9 million in cash, subject to certain working capital adjustments, and issue to the Contributors an aggregate of (i) 21,978,980 Class B Units representing limited partner interests in the Partnership (the “Class B Units”), (ii) 10,939,436 subordinated units representing limited partner interests in the Partnership (the “Subordinated Units”) and (iii) 79,308 Common Units (collectively, the “Unit Consideration”). Furthermore, in connection with the Acquisition, the 79,308 Common Units and 10,939,436 Subordinated Units of Sunoco held by SHC immediately prior to the Acquisition will be converted on a one-for-one basis into Class A Units representing limited partner interests in Sunoco (the “Class A Units”), the terms of which will be set forth in Amendment No. 2 (“Amendment No. 2”) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer")First Amended and Restated Agreement of Limited Partnership of Sunoco. This The General Partner will enter into Amendment No. 2 at the closing of the Acquisition. The Contribution Agreement, Amendment No. 2, this Agreement, the Indenture Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities and the Registration Rights Agreement Indenture are referred to herein as the “Transaction Documents.” The issuance and sale of the Notes, the issuance of the Guarantees, the Acquisition, the issuance of the Class B Units, the issuance of the Common Units, the issuance of the Subordinated Units, the issuance of the Class A Units, 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 "Operative Documents“Transactions." ” The Company hereby agrees 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”) 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 several Purchasers Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, 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 July 15, 2015 (the “Preliminary Offering Memorandum”), and have prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated July 15, 2015, 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 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”).

Introductory. Champion Enterprises, Gold ▇▇▇▇ Inc., a Michigan corporation organized under the Georgia Cooperative Marketing Act (the "“Company"”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "“Purchasers"”) U.S.$200,000,000 principal amount of its 7 5/8% 10¼% Senior Notes Due 2009 due 2014 (the "Notes"“Offered Securities”) to be issued under an indenture to be dated as of the Closing Date (as defined below) (the “Indenture”). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecuredamong the Company, senior basis by each of the Company's ’s U.S. subsidiaries that are signatories thereto and are listed on Schedule B hereto (each, a “Guarantor” and collectively, the "Subsidiary “Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"”), among the Company, the Subsidiary Guarantors and The First U.S. Bank National Bank of ChicagoAssociation, as Trustee. The Notes Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) as to payment of principal, premium, if any, and interest, by each of the Subsidiary Guaranties are together referred to as the "Offered Securities." Guarantors. The United States Securities Act of 1933 is herein referred to as the "“Securities Act." ” Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "“Registration Rights Agreement") of even ”), dated the date hereof, among for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the CompanyRegistration Rights Agreement). Pursuant to the Registration Rights Agreement, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "“Commission"”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "“Exchange Offer Registration Statement"”) registering an issue of senior notes of relating to the Offered Securities in a like aggregate principal amount as the Company guaranteed by issues under the Subsidiary Guarantors (the "Exchange Notes") which shall be Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (except that the “Exchange Notes will not contain terms with respect Securities”), to transfer restrictionsbe offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and or (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities ActAct (the “Shelf Registration Statement” and, and (btogether with the Exchange Offer Registration Statement, the “Registration Statements”) relating to offer to exchange the resale by certain holders of the Offered Securities and to use its reasonable best efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and periods specified in the Registration Rights Agreement are referred and to herein collectively consummate the Exchange Offer. On the Closing Date, the Company and the Guarantors will, simultaneously with the purchase, sale and delivery of the Offered Securities, amend and restate the Credit Agreement dated as of September 27, 2002 (as amended and restated, the "Operative Documents." “Rabobank Agreement”), among the Company, the lenders named therein and Cooperatieve Centrale Raiffeisen – Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as agent (the “Agent”). The Company will apply a portion of the net proceeds of the Offered Securities to the prepayment in full of all revolving loans, term loans, accrued and unpaid interest, prepayment penalties and other amounts unpaid and outstanding under the Rabobank Agreement on the Closing Date (the “Outstanding Amounts”). Contemporaneously with the purchase, sale and delivery of the Offered Securities, the Company will (i) deliver to the Agent an irrevocable notice of full prepayment of the Outstanding Amounts and (ii) wire transfer, to the account of the Agent designated for such purpose, a portion of the net proceeds from the issue and sale of the Offered Securities sufficient to prepay in full the Outstanding Amounts. Each of the Company and the Guarantors hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesThe CIT Group Securitization Corporation III, a Delaware corporation (the "Depositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Michigan Delaware corporation (the "CompanyCIT"), proposesand CIT (collectively, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "PurchasersRegistrants") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "Notes"). The Notes will be unconditionally guaranteed (each, have previously filed a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file registration statement with the Securities and Exchange Commission relating to the issuance and sale from time to time of up to $1,000,000,000 of home equity loan asset backed certificates, all or a portion of which may be supported by a limited guarantee of CIT. Each of such certificates and the limited guarantee of CIT are registered under the registration statement referred to in Section 2(a) (collectively, the "Registered Securities") and the Depositor has authorized the issuance and sale to the Underwriters of the Home Equity Loan Asset Backed Certificates, Series 1997-1 listed on Schedule I hereto (the "CommissionOffered Certificates," and, together with the Class B-2 Certificates, the "Certificates") evidencing interests in a pool (the "Mortgage Loan Pool") of certain home equity loans (the "Mortgage Loans"). The Mortgage Pool will consist of two groups of Mortgage Loans. The Certificates will be issued under a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") to be dated as of July 1, 1997 among the Depositor, The CIT Group/Consumer Finance, Inc. ("CITCF" or "Master Servicer") a Delaware corporation and a wholly-owned subsidiary of CIT and The Bank of New York, as trustee (the "Trustee"). The Certificates will evidence specified interests in the Mortgage Loans and certain other property held in trust with respect to such Certificates. The Mortgage Loans and certain other assets of a Trust (the "Trust") will be sold by CITCF to the Depositor pursuant to a Purchase Agreement (the "Purchase Agreement") to be dated as of July 1, 1997 between CITCF and the Depositor and, in turn, by the Depositor to the Trust pursuant to the Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CITCF to the Depositor will first be purchased by CITCF from (i) The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a registration statement under the Securities Act Purchase Agreement to be dated as of July 1, 1997 (the "Exchange Offer Registration StatementCITCF-NY Sale Agreement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) between CITCF-NY and CITCF and (ii) under certain circumstancesThe CIT Group/Sales Financing, a shelf registration statement Inc. ("CITSF") pursuant to Rule 415 under the Securities Acta Purchase Agreement to be dated as of July 1, and (b) to offer to exchange Offered Securities for Exchange Notes 1997 (the "Exchange OfferCITSF Sale Agreement") between CITSF and CITCF. CITCF will enter into a subservicing agreement with CITSF (the "Sub-Servicer") dated as of July 1, 1997 (the "Subservicing Agreement") pursuant to which CITSF will perform all of the servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement (except as described in the Pooling and Servicing Agreement and in the Subservicing Agreement). The Trustee will be an intended third-party beneficiary of the Subservicing Agreement and will have the right to enforce such Subservicing Agreement as if it were a party thereto The firm or firms listed on the attached Schedule I hereto which agreed to purchase the Offered Certificates are hereinafter referred to as the Underwriters (the "Underwriters") of such Offered Certificates, and the representative of the Underwriters to whom this Underwriting Agreement (the "Agreement") is addressed is hereinafter referred to as the Representative (the "Representative"). This Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesSpeedway Motorsports, Inc., a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $150,000,000 aggregate principal amount of its 7 5/8the Company’s 6 3/4% Senior Notes Due 2009 due 2019 (the "“Notes"”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“BofAML”), ▇▇▇▇▇ Fargo Securities, LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May February 3, 1999 2011 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First U.S. Bank National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of February 3, 2011 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will may be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, 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 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, 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 terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company has entered into an Amendment, dated as of December 8, 2010 (the “Amendment”) to that certain Amended and Restated Credit Agreement dated as of July 14, 2009, by and among the Company and Speedway Funding, LLC, as borrowers, the subsidiaries from time to time party thereto, as guarantors, and the several lenders from time to time party thereto, including Bank of America, N.A., as administrative agent, swingline lender and issuing lender, Wachovia Bank, National Association and JPMorgan Chase Bank, N.A. as syndication agents and SunTrust Bank and U.S. Bank National Association as documentation agents (the “Existing Credit Agreement”), to permit the issuance of the Securities and the use of proceeds therefrom to fund a portion of the purchase price for the Company’s outstanding 6 3/4% Senior Subordinated Notes due 2013 (the “Existing Senior Subordinated Notes”) being tendered for (the “Offer”) pursuant to the terms and subject to the conditions set forth in that certain Dealer Manager and Solicitation Agent Agreement dated January 20, 2011 by and among the Company and BofAML and the associated Tender Documents (as defined therein). The Company and the Guarantors 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”) 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”) under the Securities Act of 1933 (as amended, 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 20, 2011 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement, dated January 20, 2011 (the "Exchange Offer"“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. This AgreementThe 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 Indenture Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the Registration Rights Agreement are referred to herein collectively as date hereof (the "Operative Documents“Final Offering Memorandum”)." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Fleetwood Credit Receivables Corp., a Michigan California corporation (the "CompanySeller") and a wholly owned subsidiary of Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto Merr▇▇▇ ▇▇▇c▇ & ▇o., Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated ("Merr▇▇▇ ▇▇▇c▇") ▇nd Salo▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ (the "PurchasersUnderwriters") U.S.$200,000,000 ), acting severally and not jointly, for whom Merr▇▇▇ ▇▇▇c▇ ▇▇ acting as representative (in such capacity, the "Representative"), $__________ aggregate principal amount of its 7 5/8_____% Senior Notes Due 2009 Asset Backed Certificates, Class A (the "NotesClass A Certificates") and $__________ aggregate principal amount of _____% Asset Backed Certificates, Class B (the "Class B Certificates" and, together with the Class A Certificates, the "Certificates") of the Fleetwood Credit 1997-B Grantor Trust (the "Trust"). The Notes Certificates will be unconditionally guaranteed issued pursuant to a pooling and servicing agreement, dated as of September 1, 1997 (the "Pooling and Servicing Agreement"), among the Seller, Fleetwood Credit, as servicer (in such capacity, the "Servicer"), and The Chase Manhattan Bank, as trustee (the "Trustee"). The Class B Certificates will be subordinated to the Class A Certificates to the limited extent described in the Pooling and Servicing Agreement. This Underwriting Agreement shall hereinafter be 2 referred to as "this Agreement." Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. Each Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool (the "Receivables Pool") of simple interest retail installment sale contracts (the "Initial Receivables") secured by the new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), certain monies due under the Receivables on and after September 1, 1997 (the "Initial Cutoff Date") and amounts on deposit in a trust account (the "Pre-Funding Account"), in each case as more fully described in the Prospectus, as defined below. The Initial Receivables will be sold by Fleetwood Credit to the Seller pursuant to a receivables purchase agreement, dated as of September 1, 1997 (the "Receivables Purchase Agreement"), between Fleetwood Credit and the Seller, and the Seller in turn will sell the Initial Receivables to the Trust pursuant to the Pooling and Servicing Agreement. From time to time during the Funding Period pursuant to the Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), which Subsequent Receivables will be described in one or more agreements among Fleetwood Credit, the Seller and the Trustee (each, a "Subsidiary GuarantyTransfer Agreement") on an unsecured), senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 the related date of transfer (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstanceseach, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange OfferSubsequent Transfer Date"). This Agreement, The Subsequent Receivables will in turn be sold by the Indenture Seller to the Trust pursuant to the Pooling and Servicing Agreement and the Registration Rights Agreement are referred related Transfer Agreement. The maximum aggregate principal amount of Subsequent Receivables to herein collectively as be sold during the "Operative DocumentsFunding Period by Fleetwood Credit to the Seller and by the Seller to the Trust is $__________." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.AFCO Credit Corporation, a Michigan New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "CompanyReceivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Transferor"). The Transferor proposes to convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), proposes, subject and proposes to cause the terms and conditions stated herein, Trust to issue and sell to the several initial purchasers Underwriters named in Schedule A I hereto (the "PurchasersUnderwriters") U.S.$200,000,000 ), for whom you are acting as representative (the "Representative"), $440,000,000 aggregate initial principal amount of its 7 5/8% Senior Notes Due 2009 Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the "NotesClass A Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Transferor is currently entering into a Class B Underwriting Agreement dated the date hereof (the "Class B Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $25,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class B Certificates"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"), among the Company, the Subsidiary Guarantors and The First National Bank of Chicago, as Trustee. The Notes Class A Certificates and the Subsidiary Guaranties Class B Certificates are together referred to herein collectively as the "Offered SecuritiesCertificates." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights This Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Class B Underwriting Agreement are referred to herein collectively as the "Operative DocumentsUnderwriting Agreements." The Company hereby agrees Receivables will be conveyed by the Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1996 (the "P&S") and the Series 1996-1 Supplement thereto (the "Series Supplement") and together with the several Purchasers P&S, (the "Pooling and Servicing Agreement") dated as follows:of December 1, 1996, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Back-up Servicer") and The First National Bank of Chicago, a national banking association, as trustee (the "Trustee"). In addition, the Transferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the "Collateral Interest Holder") and Credit Suisse as Agent (the "Agent") will enter into a Loan Agreement to be dated as of the Closing Date (the "Loan Agreement") pursuant to which the Collateral Interest Holder will acquire $35,000,000 aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

Introductory. Champion EnterprisesCopano Energy, Inc.L.L.C., a Michigan Delaware limited liability company (the “Company”), and Copano Energy Finance Corporation, a Delaware corporation (the "Company"“F▇▇▇▇”), proposes, subject to the terms and conditions stated herein, propose to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto below (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule B of $225,000,000 aggregate principal amount of its 7 5/8the Company’s and F▇▇▇▇’▇ 8.125% Senior Notes Due 2009 due 2016 (the "“Notes"”). The Notes Company and F▇▇▇▇ are referred to collectively as the “Issuers.” Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, G▇▇▇▇▇▇, S▇▇▇▇ & Co., L▇▇▇▇▇ Brothers Inc., Comerica Securities, Inc., Fortis Securities LLC, KeyBanc Capital Markets, a Division of McDonald Investments Inc., P▇▇▇▇ ▇▇▇▇▇▇▇ & Co., RBC Capital Markets Corporation and S▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇ Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Securities (as defined below) will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on issued pursuant to an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto indenture (the "Subsidiary Guarantors") and are “Indenture”), to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"as defined in Section 2 hereof), among the Company, F▇▇▇▇, the Subsidiary Guarantors (as defined below) and The First U.S. Bank National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Company, F▇▇▇▇, the Guarantors, the Trustee and the Depositary. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (the "“Registration Rights Agreement") of even date hereof”), among the Company, F▇▇▇▇, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company Company, F▇▇▇▇ and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by and F▇▇▇▇ and another set of guarantees of the Subsidiary Guarantors Guarantors, each respectively with terms substantially identical to the Notes (the "“Exchange Notes"”) which shall and the Guarantees (the “Exchange Guarantees”) to be identical offered in all material respects to exchange for the Offered Securities Notes and the Guarantees (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstancesto 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 reasonable best efforts to cause such registration statements to be declared effective. The payment of principal of, premium and Additional Interest (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 unsecured basis, jointly and severally by (i) the guarantors listed in Schedule A 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, and their respective successors and assigns (such persons referred to in clauses (i )and (ii) are collectively referred to as the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities,” and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers and the Guarantors are referred to collectively as the “Copano Parties.” The Copano Parties (excluding the Company), together with W▇▇▇/D▇▇▇▇ ▇▇▇▇▇▇▇▇▇, a Texas general partnership (“W▇▇▇/D▇▇▇▇”), and Southern Dome LLC, a Delaware limited liability company (“Southern Dome”), are referred to collectively as the “Subsidiaries”) 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 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”) under the Securities Act, and Act of 1933 (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreementas amended, the Indenture “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 Registration Rights Agreement 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 referred to herein collectively as registered for sale under the "Operative DocumentsSecurities 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”) and Regulation S under the Securities Act (“Regulation S”))." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.CNX Midstream Partners LP, a Michigan corporation Delaware limited partnership (the "Company"“Issuer”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $400,000,000 aggregate principal amount of its 7 5/8the Issuer’s 4.750% Senior Notes Due 2009 due 2030 (the "“Notes"”). ▇▇▇▇▇ Fargo Securities, LLC has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), among the Issuer, the Guarantors (as defined below) named therein as parties thereto and UMB Bank, N.A., as trustee (the “Trustee”). The Notes will be unconditionally guaranteed issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (each“DTC”) pursuant to a letter of representations, a "Subsidiary Guaranty") to be dated on an unsecured, senior basis by each of or before the Company's subsidiaries listed on Schedule B hereto Closing Date (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 (the "Indenture"“DTC Agreement”), among the CompanyIssuer, the Subsidiary Guarantors Trustee and DTC. The First National Bank payment of Chicagoprincipal 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 entities listed on the signature pages hereof as Trustee“Guarantors” and (ii) any subsidiary of the Issuer 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”). The Notes and the Subsidiary Guaranties Guarantees are together herein collectively referred to as the "Offered “Securities." ” This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction Documents.” The United States Issuer understands that the Initial Purchasers propose to make an offering of the Securities Act 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 1933 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 herein referred to as the "“Time of Sale”). The Securities Act." Holders (including subsequent transferees) of are to be offered and sold to or through the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file Initial Purchasers without being registered with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933 (i) a as amended, 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 statement requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (the "Exchange Offer Registration Statement"“Rule 144A”) registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 or Regulation S under the Securities ActAct (“Regulation S”)). The Issuer has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 15, 2021 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement substantially in the form attached hereto as Annex II (the "Exchange Offer"“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 Issuer will prepare and deliver to each Initial Purchaser a Final Offering Memorandum dated the date hereof (the “Final Offering Memorandum”). This AgreementCNX Midstream GP LLC, the Indenture a Delaware limited liability company and the Registration Rights Agreement are sole general partner of the Issuer, is referred to herein collectively as the "Operative Documents“General Partner." ” CNX Midstream Operating Company LLC, a Delaware limited liability company (the “Operating Company”), and CNX Midstream DevCo I LP, a Delaware limited partnership (“Anchor Subsidiary”), are sometimes collectively referred to herein as the “Operating Subsidiaries.” The Company Operating Subsidiaries, CNX Midstream DevCo I GP LLC, a Delaware limited liability company and general partner of Anchor Subsidiary (“Anchor Subsidiary GP”), CNX Midstream SP Holdings LLC (“Holdings”) and CNX Midstream Finance Corp., a Delaware corporation, are sometimes collectively referred to herein as the “Subsidiaries.” The Issuer and the Guarantors are herein collectively referred to as the “Obligors.” The Obligors and the General Partner are collectively referred to herein as the “Partnership Parties.” The Issuer, the General Partner and the Subsidiaries are collectively referred to herein as the “Partnership Entities.” CNX Resources Corporation, a Delaware corporation (“CNX”), is the parent of the Issuer. Each Partnership Party hereby agrees confirms its agreements with the several Initial Purchasers as follows:

Introductory. Champion EnterprisesLiz Claiborne, Inc., a Michigan Delaware corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $205,000,000 aggregate principal amount of its 7 5/8the Company’s 10.50% Senior Secured Notes Due 2009 due 2019 (the "“Notes"”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Notes Securities (as defined below) will be unconditionally guaranteed (eachissued pursuant to an indenture, a "Subsidiary Guaranty") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First U.S. Bank National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of the Closing Date (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, 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 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 secured basis, jointly and severally by (i) the Company’s subsidiaries listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Securities are being issued to (i) finance the Company’s cash tender offer (the “Tender Offer”) for a portion of its 5.0% euro notes due July 2013 (the “Euro Notes”) and fees and expenses incurred in connection therewith; and (ii) use the remaining proceeds for general corporate purposes. The Tender Offer, the issuance and sale of the Notes, the issuance of the Guarantees and the payment of transaction costs are referred to herein collectively, as the “Transactions.” The Securities will be secured on a first-priority basis, subject to Permitted Liens (as defined in the Indenture), by first-priority liens on and security interests in the Notes Priority Collateral (as defined in the Indenture, the “Notes Priority Collateral”) and by second-priority liens on and security interests in the ABL Priority Collateral (as defined in the Indenture, the “ABL Priority Collateral” and, together with the Notes Priority Collateral, the “Collateral”) and documented by a security agreement, mortgages and other instruments evidencing or creating or purporting to create a lien or security interest (collectively, the “Security Documents”) in favor of U.S. Bank National Association, as collateral agent (in such capacity, the “Collateral Agent”), for its benefit and the benefit of the Trustee, the holders of the Securities and the holders of any Permitted Additional Pari Passu Obligations (as defined in the Preliminary Offering Memorandum)(the “Permitted Additional Pari Passu Obligations”). The liens on the Collateral securing the Securities will be subject to an Intercreditor Agreement, dated as of the Closing Date (the “Intercreditor Agreement”), by and between the Collateral Agent and JPMorgan Chase Bank, N.A. as collateral agent (the “ABL Collateral Agent”) under the Securities ActCompany’s Second Amended and Restated Credit Agreement dated as of May 6, 2010, among Liz Claiborne Inc., Mexx Europe B.V., Liz Claiborne Canada Inc., the other Loan Parties from time to time party thereto, the Lenders party thereto, the ABL Collateral Agent, Bank of America, N.A. and SunTrust Bank, as Syndication Agents, and (b) to offer to exchange Offered Securities for Exchange Notes Wachovia Bank, National Association, as Documentation Agent (the "Exchange Offer"“ABL Facility”), and acknowledged by the Company and the Guarantors. This Agreement, the Indenture Registration Rights Agreement, the DTC Agreement, the Securities, the Exchange Securities, the Security Documents, the Intercreditor Agreement and the Registration Rights Agreement Indenture are referred to herein collectively as the "Operative “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 (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”) under the Securities Act of 1933 (as amended, 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 March 28, 2011 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated April 1, 2011 and attached hereto as Schedule B (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 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 agrees confirms its agreements with the several Initial Purchasers as follows:

Introductory. Champion EnterprisesBuffets, Inc., a Michigan Minnesota corporation (the "Company"), “Issuer”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "“Purchasers"”) U.S.$200,000,000 U.S. $300,000,000 principal amount of its 7 5/812 1/2% Senior Notes Due 2009 due 2014 (the "Notes"“Offered Securities”). The Notes Offered Securities will be issued under an indenture to be dated as of November 1, 2006 (the “Closing Date”) (the “Indenture”), among the Issuer, the Subsidiary Guarantors (as hereinafter defined), Buffets Holdings, Inc. (“Holdings”) and U.S. Bank National Association, as trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” As part of the transactions described in the Preliminary Offering Circular and Final Offering Circular (as hereinafter defined) (the “Transactions”), pursuant to the Agreement and Plan of Merger dated as of July 24, 2006, among the Issuer and Ryan’s Restaurant Group, Inc., a South Carolina corporation (“Ryan’s”), and Buffets Southeast, Inc. (the “Merger Subsidiary”) (the “Merger Agreement”), Ryan’s will merge (the “Merger”) with and into the Merger Subsidiary, with Ryan’s remaining as the surviving entity and a wholly-owned subsidiary of the Issuer. The Offered Securities will be unconditionally guaranteed (each, a "Subsidiary Guaranty"the “Guarantees”) on an unsecureda senior basis by Holdings and the Issuer’s subsidiaries listed as such on Schedule B hereto (the “Subsidiary Guarantors”). Immediately after consummation of the Merger, the Offered Securities will be guaranteed on a senior basis by each of the Company's Ryan’s subsidiaries listed on Schedule B B-1 hereto (the "Subsidiary “Ryan’s Guarantors") and are to be issued under an indenture dated as of May 3” and, 1999 (the "Indenture"), among the Company, together with the Subsidiary Guarantors and The First National Bank Holdings, the “Guarantors”). On the Closing Date upon consummation of Chicagothe Merger, as Trustee. The Notes (i) the Ryan’s Guarantors will each execute counterparts to this Agreement (the “Purchase Agreement Counterparts”), and (ii) the Issuer, the Ryan’s Guarantors and the Subsidiary Guaranties are together referred Trustee will enter into a supplemental indenture relating to the Indenture (the “Supplemental Indenture”). In connection with the Transactions, the Issuer will enter into a Credit Facility Agreement among the Issuer, Holdings, the subsidiaries of the Issuer identified therein as guarantors, the "Offered Securities." The United States Securities Act lenders from time to time party thereto and Credit Suisse as administrative agent, that will provide for a new credit facility in an aggregate principal amount of 1933 is herein referred to as U.S. $640,000,000 (the "Securities Act." “New Credit Facility”). Holders (including subsequent transferees) of the Notes Offered Securities will be entitled to have the benefit of a Registration Rights Agreement registration rights set forth in the registration rights agreement (the "“Registration Rights Agreement"”) of even date hereofto be dated the Closing Date, among for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the CompanyRegistration Rights Agreement). Pursuant to the Registration Rights Agreement, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors Issuer will be obligated (a) agree to file with the Securities and Exchange Commission (the "“Commission"”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "“Exchange Offer Registration Statement"”) registering an issue of senior notes of relating to the Company guaranteed by Offered Securities in a like aggregate principal amount as the Subsidiary Guarantors (Issuer issued under the "Exchange Notes") which shall be Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (except that the “Exchange Notes will not contain terms with respect Securities”), to transfer restrictionsbe offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) if necessary under certain circumstancesthe Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities ActAct (the “Shelf Registration Statement” and, and (btogether with the Exchange Offer Registration Statement, the “Registration Statements”) relating to offer to exchange the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for Exchange Notes (the "periods specified in the Registration Rights Agreement and to consummate the Exchange Offer"). The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” This Agreement, the Purchase Agreement Counterparts, the Registration Rights Agreement, the Indenture and the Registration Rights Agreement Supplemental Indenture are referred to herein collectively as the "“Operative Documents." ” The Company Issuer hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Metal Services Merger Sub Corp., a Michigan Delaware corporation (the "Company"“Merger Sub”), proposeswhich is a direct wholly-owned subsidiary of Metal Services Holdco LLC, a Delaware limited liability company (“Holdco”), and an indirect wholly-owned subsidiary of Metal Services Acquisition Corp., a Delaware corporation (“Acquiror”) and an affiliate of Onex Partners II LP (“Onex Partners”) 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 initial purchasers named Purchasers, in the respective amounts set forth on Schedule A hereto (the "Purchasers") U.S.$200,000,000 hereto, an aggregate of $225,000,000 principal amount of its 7 5/89 3/4% Senior Subordinated Notes Due 2009 due 2015 (the "Notes"). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty"“Offered Securities”) on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture indenture, dated as of May 3January 25, 1999 2007, and as supplemented through the Closing Date (the "“Indenture"”), among the Company (as defined below), Holdco and The Bank of New York, as trustee (the “Trustee”). As used in this Agreement, the term “Issuer” means, prior to the consummation of the Merger (as defined below), Merger Sub and thereafter, the Company (as defined below) as the surviving entity of the Merger. The Offered Securities and the Exchange Securities (as defined below), when issued, executed and authenticated in accordance with the terms of the Exchange Offer (as defined below) and the Indenture, will be unconditionally guaranteed as to the payment of principal and interest by Holdco and, immediately upon the consummation of the Merger (as defined below), each of the Issuer’s domestic subsidiaries as listed on Schedule B (collectively, the “Subsidiary Guarantors” and, together with Holdco, the “Guarantors” and such guarantees, the “Guarantees”) on a senior subordinated basis. As part of the transactions (the “Transactions”) described under the heading “The Transactions” in the Preliminary Offering Circular (as defined below) and the Final Offering Circular (as defined below), Merger Sub shall acquire all of the issued and outstanding capital stock of Tube City IMS Corporation, a Delaware corporation (“Tube City IMS” or the “Company”) pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of November 10, 2006 (the “Stock Purchase Agreement”), by and among, Mill Services Holdings, LLC, a Delaware limited liability company and an affiliate of Wellspring Capital Partners III, L.P., the other sellers party thereto and Acquiror. Acquiror has assigned its rights under the Stock Purchase Agreement to Merger Sub. Following the Transactions, Merger Sub will merge (the “Merger”) with and into Tube City IMS with Tube City IMS continuing as the surviving entity. In connection with the Transactions, (i) Onex Partners (together with its affiliates, “Onex”) and certain members of the management of the Company (together with Onex, the “Investors”) will contribute an aggregate amount of approximately $217,000,000 to Acquiror (the “Equity Contribution”), which will in turn contribute the funds to Holdco, which will in turn contribute the funds to Merger Sub; (ii) Merger Sub will enter into a senior secured asset-based loan credit agreement (together with the related guarantees and security documents, the “ABL Credit Agreement”), among itself, Holdco, the guarantors named therein, Credit Suisse, as administrative agent, The CIT Group/Business Credit Inc., as collateral agent, and the lenders and agents named therein that will provide for a new senior secured asset-based revolving credit facility providing for up to $165,000,000 of loans and letters of credit; (iii) Merger Sub will enter into a senior secured credit agreement (together with the related guarantees and security documents, the “Term Loan Credit Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), among itself, the guarantors named therein, Credit Suisse, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders and agents named therein in an aggregate principal amount of $185,000,000 (consisting of a $165,000,000 senior secured term loan facility and a $20,000,000 synthetic letter of credit facility); (iv) Merger Sub and Holdco will execute the Indenture and, immediately upon the consummation of the Merger, the Company, the Subsidiary Guarantors and The First National Bank the Trustee will have executed a supplemental indenture (the “Supplemental Indenture”) whereby, Tube City IMS will assume all of Chicagothe obligations of Merger Sub under the Indenture and the Offered Securities and the Guarantors will guarantee the obligations of the Company under the Indenture and the Offered Securities and (v) immediately upon consummation of the Merger, the Company and each Subsidiary Guarantor will execute counterparts to this Agreement (the “Counterparts to this Purchase Agreement”) and counterparts to the Registration Rights Agreement (as defined below) (the “Counterparts to the Registration Rights Agreement”) pursuant to which each such entity will observe and perform all of the respective rights, obligations and liabilities as provided in this Agreement and the Registration Rights Agreement (as defined below) as if it was an original signatory hereto and thereto. Regardless of the foregoing clauses (iv) and (v), as Trusteea result of the Merger, all of Merger Sub’s obligations under the Indenture, the Offered Securities, this Agreement (together with the Counterparts to this Purchase Agreement, “this Agreement”) and the Registration Rights Agreement will, by operation of law, become obligations of the Company. The Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes Offered Securities will be entitled to the benefit benefits of a Registration Rights Agreement to be dated the Closing Date (as defined below), among the "Issuer, the Guarantors and the Purchasers (together with the Counterparts to the Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers“Registration Rights Agreement”), pursuant to which the Company Issuer and the Subsidiary Guarantors will be obligated (a) agree to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "“Exchange Offer Registration Statement"”) registering an issue of senior notes of relating to the Company guaranteed by Offered Securities in a like aggregate principal amount as the Subsidiary Guarantors (Issuer issued under the "Exchange Notes") which shall be Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (except that the “Exchange Notes will not contain terms with respect Securities”), to transfer restrictionsbe offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) if necessary under certain circumstancesthe Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities ActAct (the “Shelf Registration Statement” and, and (btogether with the Exchange Offer Registration Statement, the “Registration Statements”) relating to offer to exchange the resale by certain holders of the Offered Securities and to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to herein collectively as the "Operative Documents“Securities." ” The Company Issuer and the Guarantors hereby agrees agree with the several Purchasers as follows:

Introductory. Champion EnterprisesBank One, Inc.Texas, a Michigan corporation N.A. (the "CompanySeller"), proposes, subject proposes to cause BANC ONE AUTO GRANTOR TRUST 1997-A (the terms and conditions stated herein, "Trust") to issue $____________principal amount of its Class A ___% Asset Backed Certificates (the "Class A Certificates") and $____________principal amount of its Class B ___% Asset Backed Certificates (the "Class B Certificates" and, together with the Class A Certificates, the "Certificates") and the Seller proposes to sell the Certificates to the several initial purchasers underwriters named in Schedule A I attached hereto (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "NotesUnderwriters"). The Notes assets of the Trust include, among other things, a pool of retail receivables generated from time to time pursuant to motor vehicle retail installment sale contracts (the "Receivables") secured by new or used automobiles, vans or light-duty trucks financed thereby (the "Financed Vehicles"), and certain monies received thereunder on or after May 31, 1997 (the "Cutoff Date"), and the other property and the proceeds thereof to be conveyed to the Trustee pursuant to the Pooling and Servicing Agreement to be dated as of May 31, 1997 (the "Pooling and Servicing Agreement") among the Seller, as seller and the Seller, as servicer (in such capacity, the "Servicer") and Bankers Trust Company, a New York banking corporation, as trustee (the "Trustee"). Pursuant to the Pooling and Servicing Agreement, the Seller in its capacity as Seller will sell the Receivables to the Trustee, acting on behalf of Trust, and in its capacity as Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Pooling and Servicing Agreement, the Servicer will agree to perform certain administrative tasks. The Certificates will be unconditionally guaranteed issued pursuant to the Pooling and Servicing Agreement. Each of the Affiliated Banks sold Receivables originated by such Affiliated Bank to the Seller and the related Subservicer agreed to perform as servicer of the related Receivables pursuant to the applicable Sale and Servicing Agreement (each, a "Subsidiary GuarantySale and Servicing Agreement") on an unsecured, senior basis by each of the Company's subsidiaries listed on Schedule B hereto (the "Subsidiary Guarantors") and are to be issued under an indenture dated as of May 3July 1, 1999 (1996. Capitalized terms used and not otherwise defined herein shall have the "Indenture"), among meanings given them in the Company, the Subsidiary Guarantors Pooling and The First National Bank of Chicago, as Trustee. The Notes and the Subsidiary Guaranties are together referred to as the "Offered SecuritiesServicing Agreement." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) of the Notes will be entitled to the benefit of a Registration Rights Agreement (the "Registration Rights Agreement") of even date hereof, among the Company, the Subsidiary Guarantors and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of senior notes of the Company guaranteed by the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act, and (b) to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and the Registration Rights Agreement are referred to herein collectively as the "Operative Documents." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion Enterprises, Inc.Oshkosh Corporation, a Michigan Wisconsin corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to the several initial purchasers Initial Purchasers named in Schedule A hereto (the "“Initial Purchasers") U.S.$200,000,000 ”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of its 7 5/8% the Company’s 8¼% Senior Notes Due 2009 due 2017 (the "Notes"). The “Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty"due 2017”) on an unsecured, senior basis by each and $250,000,000 aggregate principal amount of the Company's subsidiaries listed on Schedule B hereto ’s 8½% Senior Notes due 2020 (the "Subsidiary Guarantors"“Notes due 2020” and, together with the Notes due 2017, the “Notes”). Banc of America Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and are sale of the Notes. The Securities (as defined below) will be issued pursuant to an indenture, to be issued under an indenture dated as of May March 3, 1999 2010 (the "“Indenture"”), among the Company, the Subsidiary Guarantors (as defined below) and The First ▇▇▇▇▇ Fargo Bank, National Bank of ChicagoAssociation, as trustee (the “Trustee”). 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 Notes and the Subsidiary Guaranties are together referred to as the "Offered Securities." The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) holders of the Notes will be entitled to the benefit benefits of a Registration Rights Agreement registration rights agreement, to be dated as of March 3, 2010 (the "“Registration Rights Agreement") of even date hereof”), among the Company, the Subsidiary Guarantors and the Initial Purchasers, pursuant to which the Company and the Subsidiary Guarantors will may be obligated (a) required to file with the Securities and Exchange Commission (as defined below), under the "Commission") circumstances set forth therein, (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement"as defined below) registering an issue relating to another series of senior notes debt securities of the Company guaranteed by with terms substantially identical to the Subsidiary Guarantors Notes (the "“Exchange Notes"”) which shall to be identical offered in all material respects to exchange for the Offered Securities Notes (except that the “Exchange Notes will not contain terms with respect to transfer restrictionsOffer”) and (ii) under certain circumstances, 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 terms of the Indenture and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees 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.” 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 (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”) under the Securities Act of 1933 (as amended, 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 22, 2010 (the “Preliminary Offering Memorandum”), and (b) has prepared and delivered to offer to exchange Offered Securities for Exchange Notes each Initial Purchaser copies of a Pricing Supplement, dated February 26, 2010 (the "Exchange Offer"“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. This AgreementThe 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 Indenture Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the Registration Rights Agreement are referred to herein collectively as date hereof (the "Operative Documents“Final Offering Memorandum”)." The Company hereby agrees with the several Purchasers as follows:

Introductory. Champion EnterprisesCapital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Capital One, National Association, a national banking association (the “Bank”), confirm their agreement with BofA Securities, Inc., a Michigan corporation RBC Capital Markets, LLC and ▇▇▇▇▇ Fargo Securities, LLC (the "Company"“Representatives”), proposesas representatives of the several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2023-2, subject a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms and conditions stated hereinIndenture, to issue be dated as of the Closing Date (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Seller proposes to sell to the several initial purchasers named Underwriters a portion of the Issued Notes in Schedule A hereto the amounts specified in Section 3 of the Terms Exhibit (the "Purchasers") U.S.$200,000,000 principal amount of its 7 5/8% Senior Notes Due 2009 (the "“Notes"”). The Notes will be unconditionally guaranteed (each, a "Subsidiary Guaranty") on an unsecured, senior basis by each assets of the Company's subsidiaries listed on Schedule B hereto Issuer (the "Subsidiary Guarantors"“Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and are other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be issued under an indenture dated as of May 3, 1999 the Closing Date (the "Indenture"“Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the CompanyIssuer, the Subsidiary Guarantors and The First National Bank of ChicagoBank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Subsidiary Guaranties are together referred to as the "Offered Securities." Asset Representations Reviewer. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Holders (including subsequent transferees) terms of the Notes will be entitled are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the benefit of a Registration Rights Agreement (the "Registration Rights Sale Agreement") of even date hereof, among the Company, the Subsidiary Guarantors . The Seller has prepared and the Purchasers, pursuant to which the Company and the Subsidiary Guarantors will be obligated (a) to file filed with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement under in accordance with the provisions of the Securities Act (of 1933, as amended, and the "Exchange Offer Registration Statement") registering an issue of senior notes rules and regulations of the Company guaranteed by Commission thereunder (collectively, the Subsidiary Guarantors (the "Exchange Notes") which shall be identical in all material respects to the Offered Securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances“Act”), a shelf registration statement on Form SF-3 (No. 333-260710), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on April 18, 2022, and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 415 430D under the Securities Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to offer to exchange Offered Securities for Exchange Notes (the "Exchange Offer"). This Agreement, the Indenture and be part of the Registration Rights Agreement are referred Statement pursuant to herein collectively as Rule 430D under the "Operative DocumentsAct." The Company hereby agrees with the several Purchasers as follows: