Common use of Notes Held by the Company, etc Clause in Contracts

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company, the Guarantor and the several Initial Purchasers. Very truly yours, Xxxxxx'x Operating Company, Inc. By: /s/ XXXXXXX X. XXXXXX -------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer Xxxxxx'x Entertainment, Inc. By: /s/ XXXXXXX X. XXXXXX -------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. COMMERZBANK CAPITAL MARKETS CORP. BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. XXXXX FARGO BROKERAGE SERVICES, LLC CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XX XXXXX SECURITIES CORPORATION CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR XXXXXXX & CO. INC. XXXXXXX, XXXXX & CO. JEFFERIES & CO., INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: XXXXXXX XXXXX BARNEY INC. By: /s/ XXXX XXXXXXXXX --------------------------------- Name: Xxxx Xxxxxxxxx Title: Director ANNEX A Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." ANNEX C

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or New Exchange Notes is required hereunder, Transfer Restricted Notes or New Notes, as applicable, Exchange Notes held by the Company Company, the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or New Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign correctly sets forth the agreement between and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company, the Guarantor Guarantors and the several Initial Purchasers. Very truly yours, Xxxxxx'x Operating Company, Inc. CADMUS COMMUNICATIONS CORPORATION By: /s/ XXXXXXX Xxxxxxxxxxx X. XXXXXX -------------------------------- Schools Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxxx Schools Title: Senior Vice President, Chief Financial Officer President and Treasurer Xxxxxx'x EntertainmentCADMUS INVESTMENTS, Inc. LLC By: /s/ XXXXXXX Xxxxxxxxxxx X. XXXXXX -------------------------------- Schools Name: Xxxxxxx Xxxxxxxxxxx X. Xxxxxx Schools Title: Senior President and Assistant Treasurer CDMS MANAGEMENT, LLC By: /s/ Xxxxxxxxxxx X. Schools Name: Xxxxxxxxxxx X. Schools Title: Treasurer CADMUS INTERNATIONAL HOLDINGS, INC., CADMUS JOURNAL SERVICES, INC., CADMUS MARKETING GROUP, INC., CADMUS PRINTING GROUP, INC., XXXX PRINTING COMPANY, PORT CITY PRESS, INC., SCIENCE CRAFTSMAN INCORPORATED, XXXXXXXX GRAPHICS, INC. By: /s/ Xxxxxxxxxxx X. Schools Name: Xxxxxxxxxxx X. Schools Title: Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed acknowledged and accepted as of the date first above writtenwritten above. XXXXXXX XXXXX XXXXXX INC. COMMERZBANK WACHOVIA CAPITAL MARKETS CORP. MARKETS, LLC BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. XXXXX FARGO BROKERAGE SERVICES, LLC CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XX XXXXX BNP PARIBAS SECURITIES CORPORATION CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR XXXXXX XXXXXXX & CO. INC. XXXXXXX, XXXXX & CO. JEFFERIES & CO., INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: XXXXXXX XXXXX BARNEY INCCORP. By: /s/ XXXX XXXXXXXXX --------------------------------- Wachovia Capital Markets, LLC By: Xxxxx X. Xxxxxx, III Name: Xxxx Xxxxxxxxx Xxxxx X. Xxxxxx, III Title: Director Vice President SCHEDULE 1 SUBSIDIARY GUARANTORS Cadmus International Holdings, Inc., incorporated under the laws of Virginia; Cadmus Investments, LLC, incorporated under the laws of Delaware; Cadmus Journal Services, Inc., incorporated under the laws of Virginia; Cadmus Marketing Group, Inc., incorporated under the laws of Virginia; Cadmus Printing Group, Inc. incorporated under the laws of Virginia; CDMS Management, LLC, incorporated under the laws of Delaware; Xxxx Printing Company, incorporated under the laws of Pennsylvania; Port City Press, Inc., incorporated under the laws of Maryland; Science Craftsman Incorporated, incorporated under the laws of New York; and Xxxxxxxx Graphics, Inc., incorporated under the laws of North Carolina. ANNEX A Each Brokerbroker-Dealer dealer that receives New Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Brokerbroker-Dealer dealer will not be deemed to admit that it is an "“underwriter" ” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Brokerbroker-Dealer dealer during the Exchange Offer Registration Period in connection with resales of New Exchange Notes received in exchange for Notes where such Notes were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities. The Company and the Guarantor Guarantors have agreed that, starting on during the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration DateExchange Offer Registration Period, they it will make this Prospectus available to any Brokerbroker-Dealer dealer for use in connection with any such resale. See "“Plan of Distribution." ” ANNEX B Each Brokerbroker-Dealer dealer that receives New Exchange Notes for its own account in exchange for Notes, where such Notes were acquired by such Brokerbroker-Dealer dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New NotesExchange Notes during the Exchange Offer Registration Period. See "“Plan of Distribution." ” ANNEX CC PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Notes for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes during the Exchange Offer Registration Period. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company and the Guarantors have agreed that, during the Exchange Offer Registration Period, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company and the Guarantors will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. During the Exchange Offer Registration Period, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holders of the Notes) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the Notes (including any broker-dealers) against certain liabilities, including liabilities under the Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address The undersigned represents that it is not an Affiliate of the Company or the Guarantors, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of the commencement of the Registered Exchange Offer it had no arrangement with any person to participate in a distribution of the Exchange Notes. In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes, it represents that the Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act. ANNEX E FORM OF LETTER TO BE PROVIDED BY THE COMPANY TO THE DEPOSITORY TRUST COMPANY The Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Re: 8 3/8% Senior Subordinated Notes due 2014 (the “Notes”) of Cadmus Communications Corporation Ladies and Gentlemen: Please be advised that the Securities and Exchange Commission has declared effective a Registration Statement on [Form S-3] [Form S-4] under the Securities Act of 1933, as amended, with regard to all of the Notes referenced above. Accordingly, there is no longer any restriction as to whom such Notes may be sold and [any restrictions on the CUSIP designation are no longer appropriate and may be removed] [the new CUSIP number for the Notes provided should be used]. I understand that upon receipt of this letter, DTC will remove any stop or restriction on its system with respect to this issue. As always, please do not hesitate to call if we can be of further assistance. Very truly yours, CADMUS COMMUNICATIONS CORPORATION By: Authorized Officer

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company, the Guarantor and the several Initial Purchasers. Very truly yours, Xxxxxx'x Operating Company, Inc. By: /s/ XXXXXXX X. XXXXXX -------------------------------- -------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer Xxxxxx'x Entertainment, Inc. By: /s/ XXXXXXX X. XXXXXX -------------------------------- -------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. COMMERZBANK CAPITAL MARKETS CORPBanc of America Securities LLC Credit Suisse First Boston Corporation Deutsche Banc Xxxx. BANC OF AMERICA SECURITIES LLC FLEET SECURITIESXxxxx Inc. Xxxxxxx, INC. XXXXX FARGO BROKERAGE SERVICESXxxxx & Co. Xxxxxx Brothers Inc. Xxxxxxx Lynch, LLC CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XX XXXXX SECURITIES CORPORATION Xxxxxx, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Bear Xxxxxxx & Co., Inc. BNY Capital Markets, Inc. CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES World Markets Corp. Commerzbank Capital Markets Corp. Credit Lyonnais Securities (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR XXXXXXX & CO. INC. XXXXXXXInc. Fleet Securities, XXXXX & CO. JEFFERIES & CO.Inc. XX Xxxxx Securities Corporation Wassertein Perella Securities, INC. XXXXXXX LYNCHInc. Xxxxx Fargo Brokerage Services, PIERCE, XXXXXX & XXXXX INCORPORATED LLC By: XXXXXXX XXXXX BARNEY XXXXXX INC. By: /s/ XXXX XXXXXXXXX --------------------------------- --------------------------- Name: Xxxx Xxxxxxxxx Title: Director ANNEX A Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." ANNEX C:

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building binding agreement among the Company, the Guarantor and the several Initial Purchasers. Very truly yours, Xxxxxx'x Operating CompanyXXXXXX'X OPERATING COMPANY, Inc. INC. By: /s/ XXXXXXX XXXXXXXX X. XXXXXX -------------------------------- XXXXXXXX Name: Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxxx Title: Senior Vice President, Chief Financial Officer President and Treasurer Xxxxxx'x EntertainmentXXXXXX'X ENTERTAINMENT, Inc. INC. By: /s/ XXXXXXX XXXXXXXX X. XXXXXX -------------------------------- XXXXXXXX Name: Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxxx Title: Senior Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX X.X. XXXXXX SECURITIES INC. COMMERZBANK CAPITAL MARKETS CORP. BANC OF AMERICA SECURITIES LLC FLEET XXXXX FARGO SECURITIES, LLC CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. GREENWICH CAPITAL MARKETS, INC. XXXXX FARGO BROKERAGE SERVICES, LLC CREDIT SUISSE FIRST BOSTON COMMERZBANK CAPITAL MARKETS CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XX XXXXX SECURITIES CORPORATION CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR BARCLAYS CAPITAL INC. BNP PARIBAS SECURITIES CORP. KEYBANC CAPITAL MARKETS, A DIVISION OF MCDONALD INVESTMENTS INC. XXXXX XXXXXXX & CO. BEAR, XXXXXXX & CO. INC. XXXXXXX, XXXXX SACHS & CO. JEFFERIES & CO., XXXXXX BROTHERS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. INCORPORATED XXXXXX X. XXXXXXX & CO., INC. By: XXXXXXX XXXXX BARNEY X.X. XXXXXX SECURITIES INC. By: /s/ XXXX XXXXXXXXX --------------------------------- XXXXXXX X. XXXXXXX Name: Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx Title: Director Vice President ANNEX A Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year 180 days after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." ANNEX C

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your acceptance shall represent a building binding agreement among the Company, the Guarantor Company and the several Initial Purchasersyou. Very truly yours, Xxxxxx'x Operating CompanyS&C Holdco 3, Inc. By: /s/ XXXXXXX Xxxxxx X. XXXXXX -------------------------------- Xxxxxxx ----------------------------- Name: Xxxxxx X. Xxxxxxx Title:Vice President, General Counsel and Secretary PRIVATE CAPITAL PARTNERS LLC By: /s/ Xxxxxxx Xxxxx --------------------- Name: Xxxxxxx X. Xxxxxx Xxxxx Title: Senior Vice PresidentAuthorized Member CANPARTNERS INVESTMENTS IV, Chief Financial Officer and Treasurer Xxxxxx'x Entertainment, Inc. LLC By: /s/ XXXXXXX Xxxxxxxx X. XXXXXX -------------------------------- Xxxxx --------------------- Name: Xxxxxxx Xxxxxxxx X. Xxxxxx Xxxxx Title: Senior Vice PresidentAuthorized Member CANYON VALUE REALIZATION FUND, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenL.P. BC FUNDING COMPANY LTD. XXXXXXX XXXXX XXXXXX INCCANYON BALANCED EQUITY MASTER UND, LTD. COMMERZBANK MACVEST I, LTD. CANYON CAPITAL MARKETS CORPARBITRAGE MASTER FUND, LTD. BANC OF AMERICA SECURITIES LLC FLEET SECURITIESINSTITUTIONAL BENCHMARKS MASTER FUND, INCLTD. XXXXX FARGO BROKERAGE SERVICESBY: CANYON CAPITAL ADVISORS, LLC CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XX XXXXX SECURITIES CORPORATION CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR XXXXXXX & CO. INC. XXXXXXX, XXXXX & CO. JEFFERIES & CO., INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: XXXXXXX XXXXX BARNEY INC. ITS INVESTMENT ADVISOR By: /s/ XXXX XXXXXXXXX --------------------------------- Xxxxxxxx X. Xxxxx --------------------- Name: Xxxx Xxxxxxxxx Xxxxxxxx X. Xxxxx Title: Director ANNEX Managing Partner Schedule A Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New NotesPURCHASERS 1. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." ANNEX CPRIVATE CAPITAL PARTNERS LLC

Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company, the Guarantor and the several Initial Purchasers. Very truly yours, Xxxxxx'x Operating Company, Inc. By: /s/ XXXXXXX Xxxxxxx X. XXXXXX -------------------------------- Xxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer President and Treasurer Xxxxxx'x Entertainment, Inc. By: /s/ XXXXXXX Xxxxxxx X. XXXXXX -------------------------------- Xxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. COMMERZBANK CAPITAL MARKETS CORP. BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. XXXXX FARGO BROKERAGE SERVICES, LLC CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX BROWN INC. XX XXXXXXX, XXXXX SECURITIES CORPORATION & CO. XXXXXX BROTHERS INC. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. INCORPORATED BEAR XXXXXXX & CO., INC. BNY CAPITAL MARKETS, INC. CIBC WORLD MARKETS CORP. COMMERZBANK CAPITAL MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR XXXXXXX & CO. INC. XXXXXXX, XXXXX & CO. JEFFERIES & CO.FLEET SECURITIES, INC. XX XXXXX SECURITIES CORPORATION XXXXXXXXXXX XXXXXXX LYNCHSECURITIES, PIERCEINC. XXXXX FARGO BROKERAGE SERVICES, XXXXXX & XXXXX INCORPORATED LLC By: XXXXXXX XXXXX BARNEY XXXXXX INC. By: /s/ XXXX XXXXXXXXX --------------------------------- Xxxxxxx X. Xxxxxx ----------------------------------- Name: Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxx Title: Managing Director ANNEX A Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company and the Guarantor have agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives New Notes for its own account in exchange for Notes, where such Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." ANNEX C