Common use of SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES Clause in Contracts

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the execution and delivery of this Agreement, the Company parties hereto hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yoursVERY TRULY YOURS, AMERICAN EXPRESS COMPANY AMERIPATH, INC., by /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and CFO 3-GEN DIAGNOSTIC LABORATORIES, INC. (a Utah corporation) AMERIPATH 5.01(a) CORPORATION (a Texas not-for-profit corporation) AMERIPATH CINCINNATI, INC. (an Ohio corporation) AMERIPATH CLEVELAND, INC. (an Ohio corporation) AMERIPATH CONSOLIDATED LABS, INC. (a Florida corporation) AMERIPATH KENTUCKY, INC. (a Kentucky corporation) AMERIPATH LUBBOCK 5.01(a) CORPORATION (a Texas not-for-profit corporation) AMERIPATH MARKETING USA, INC. (a Florida corporation) AMERIPATH MICHIGAN, INC. (a Michigan corporation) AMERIPATH MISSISSIPPI, INC. (a Mississippi corporation) AMERIPATH NEW ENGLAND, INC. (a Delaware corporation) AMERIPATH NORTH CAROLINA, INC. (a North Carolina corporation) AMERIPATH OHIO, INC. (a Delaware corporation) AMERIPATH XXX 5.01(a) CORPORATION (a Texas not-for-profit corporation) AMERIPATH PCC, INC. (an Ohio corporation) AMERIPATH PHILADELPHIA, INC. (a New Jersey corporation) AMERIPATH SC, INC. (a South Carolina corporation) AMERIPATH SEVERANCE 5.01(a) CORPORATION (a Texas not-for-profit corporation) AMERIPATH YOUNGSTOWN LABS, INC. (an Ohio corporation) AMERIPATH YOUNGSTOWN, INC. (an Ohio corporation) ANATOMIC PATHOLOGY SERVICES, INC. (an Oklahoma corporation) ARIZONA PATHOLOGY GROUP, INC. (an Arizona corporation) ARLINGTON PATHOLOGY ASSOCIATION 5.01(a) CORPORATION (a Texas not-for-profit corporation) CPA I, INC. (a Tennessee corporation) CPA II, INC. (a Tennessee corporation) DERMATOPATHOLOGY SERVICES, INC. (an Alabama corporation) DFW 5.01(a) CORPORATION (a Texas not-for-profit corporation) KAILASH X. XXXXXX, M.D., INC. (a Georgia corporation) NAPA 5.01(a) CORPORATION (a Texas not-for-profit corporation) OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC. (a Georgia corporation) PCA OF COLUMBUS, INC. (a Tennessee corporation) PCA OF DENVER, INC. (a Tennessee corporation) PCA OF LOS GATOS, INC. (a Tennessee corporation) PCA OF MEMPHIS, INC. (a Tennessee corporation) PCA OF NASHVILLE, INC. (a Tennessee corporation) PCA OF ST. XXXXX XX, INC. (a Tennessee corporation) PCA SOUTHEAST II, INC. (a Tennessee corporation) XXXXX X. XXXXXXXXX, M.D., INC. (a Georgia corporation) XXXXXX X. XXXXXX, M.D., INC. (a Georgia corporation) SHOALS PATHOLOGY ASSOCIATES, INC. (an Alabama corporation) XXXXXXX PATHOLOGY 5.01(a) CORPORATION (a Texas not-for-profit corporation) STRIGEN, INC. (a Utah corporation) TID ACQUISITION CORP. (a Delaware corporation) TXAR 5.01(a) CORPORATION (a Texas not-for-profit corporation) By: /s/ XXXXX X. XXXXX XXXXXXX Name: Xxxxx X. Xxxxx Xxxxxxx Title: Treasurer Vice President AMERIPATH FLORIDA, LLC (a Delaware limited liability company) AMERIPATH INDIANA, LLC (an Indiana limited liability company) AMERIPATH NEW YORK, LLC (a Delaware limited liability company) AMERIPATH PENNSYLVANIA, LLC (a Pennsylvania limited liability company) AMERIPATH WISCONSIN, LLC (a Wisconsin limited liability company) DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC (an Oklahoma limited liability company) X’XXXXX MEDICAL PATHOLOGY ASSOCIATION, LLC (a Georgia limited liability company) By: AmeriPath, Inc., its Managing Member By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and CFO AMERIPATH, LLC (a Delaware limited liability company) API NO. 2, LLC (a Delaware limited liability company) ROCKY MOUNTAIN PATHOLOGY, L.L.C. (a Utah limited liability company) By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Sole Manager REGIONAL PATHOLOGY CONSULTANTS, LLC (a Utah limited liability company) By: Strigen, Inc., its Managing Member By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Vice President AMERIPATH TEXAS, LP (a Delaware limited partnership) By: AmeriPath, LLC, its General Partner By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Sole Manager COLUMBUS PATHOLOGY ASSOCIATES (a Mississippi general partnership) By: CPA I, Inc., its general partner By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Executive Vice President and CFO NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES (a Georgia general partnership) By: Xxxxx X. Xxxxxxxxx, M.D., Inc., its general partner By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC FIRST BOSTON LLC, as representative for the Initial Purchasers, By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s//s/ XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. o 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act. Subsidiary Guarantors Name of Entity 3-Gen Diagnostic Laboratories, Inc. AmeriPath 5.01(a) Corporation AmeriPath Cincinnati, Inc. AmeriPath Cleveland, Inc. AmeriPath Consolidated Labs, Inc. AmeriPath Florida, LLC AmeriPath Indiana, LLC AmeriPath Kentucky, Inc. AmeriPath Lubbock 5.01(a) Corporation AmeriPath Marketing USA, Inc. AmeriPath Michigan, Inc. AmeriPath Mississippi, Inc. AmeriPath New England, Inc. AmeriPath New York, LLC AmeriPath North Carolina, Inc. AmeriPath Ohio, Inc. AmeriPath XXX 5.01(a) Corporation AmeriPath PCC, Inc. AmeriPath Pennsylvania, LLC AmeriPath Philadelphia, Inc. Name of Entity AmeriPath SC, Inc. AmeriPath Severance 5.01(a) Corporation AmeriPath Texas, LP AmeriPath Youngstown Labs, Inc. AmeriPath Youngstown, Inc. AmeriPath, LLC AmeriPath Wisconsin, LLC Anatomic Pathology Services, Inc. API No. 2., LLC Arizona Pathology Group, Inc. Arlington Pathology Association 5.01(a) Corporation Columbus Pathology Associates CPA I, Inc. CPA II, Inc. Dermatopathology Services, Inc. DFW 5.01(a) Corporation Diagnostic Pathology Management Services, LLC Kailash X. Xxxxxx, M.D., Inc. NAPA 5.01(a) Corporation Nuclear Medicine and Pathology Associates Ocmulgee Medical Pathology Association, Inc. X’Xxxxx Medical Pathology Association, LLC Name of Entity PCA of Columbus, Inc. PCA of Denver, Inc. PCA of Los Gatos, Inc. PCA of Memphis, Inc. PCA of Nashville, Inc. PCA of St. Xxxxx XX, Inc. PCA Southeast II, Inc. Xxxxx X. Xxxxxxxxx, M.D., Inc. Regional Pathology Consultants, LLC Rocky Mountain Pathology, L.L.C. Xxxxxx X. Xxxxxx, M.D., Inc. Shoals Pathology Associates, Inc. Xxxxxxx Pathology 5.01(a) Corporation Strigen, Inc. TID Acquisition Corporation TXAR 5.01(a) Corporation

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the The Company hereby submits to the nonexclusive exclusive jurisdiction of the Federal federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY NorthWestern Corporation By: /s/ XXXXX Xxxxx X. XXXXX Xxxx Name: Xxxxx X. Xxxxx Xxxx Title: Treasurer Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC XXXXXX BROTHERS INC. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By: CREDIT SUISSE FIRST BOSTON LLC By: /s/XXX XXXX /s/ Xxxxx X. Xxxxxxxx Name: Xxx Xxxx Xxxxx X. Xxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS XXXXXX BROTHERS INC. By: /s/XXXX X. XXXXXXXXX, XX. /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxx X. XxXxxxxxx, Xx. Xxxxxxx Xxxxxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: SCHEDULE A Credit Suisse First Boston LLC Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Brothers Inc. Deutsche Bank Securities Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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-broker dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or of proceeding arising out of or relating to this Agreement that may be instituted in any federal or the transactions contemplated herebystate court or brought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company LLC Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuers and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY WIMAR OPCO, LLC By: /s/ XXXXX Wxxxxxx X. XXXXX Xxxx, III Name: Xxxxx Wxxxxxx X. Xxxxx Xxxx, III Title: Treasurer President and Chief Executive Officer WIMAR OPCO FINANCE CORP. By: /s/ Wxxxxxx X. Xxxx, III Name: Wxxxxxx X. Xxxx, III Title: President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/XXX XXXX By /s/ Dxxxx Xxxxxx Name: Xxx Xxxx Dxxxx Xxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Acting on behalf of itself and as the Representative of the several Purchasers Signature Page to the Registration Rights Agreement ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.C

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits Issuer and the Guarantors submit to the nonexclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company Issuer or any of the Guarantors may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: INTERLINE BRANDS, INC. by /s/ XXXXX X. XXXXX William Sanford -------------------------------------- Name: Xxxxx X. Xxxxx William Sanford Title: Treasurer Executxxx Xxxx Xxxxxxent, Chief Financial Officer and Secretary WILMAR HOLDINGS, INC. WILMAR FINANCIAL, INC. by /s/ William Sanford -------------------------------------- Name: William Sanford Title: Presidxxx GLENWOOD ACQUISITION LLC by /s/ William Sanford -------------------------------------- Name: William Sanford Title: Presidxxx xxx Xxxxx Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA)J.P. MORGAN SECURITIES, INC. ByFLEET SECURITIES, INC. WACHOVIA SECURITIEX XXX. XXX CAPITAL MARKETS, INC. by: /s/XXXXXXX XXXXX CREDIT SUISSE FIRST BOSTON LLC by /s/ Max C. Justice ------------------------------- Name: Max X. Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date consummation of the Registered Exchange Offer (as defined hereinin the Registration Rights Agreement), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•[ ], 2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Registered Exchange Offer the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ------------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. [ ] 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: --------------------------------------------- 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act. EXHIBIT A INTERLINE BRANDS, INC. FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE (DATE OF MAILING) URGENT-IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the 11 1/2% Senior Subordinated Notes due 2011 (the "Securities") of Interline Brands, InC. (the "Company") are held. The Company is in the process of registering the Securities under the Securities Act of 1933, as amended, for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Selling Securityholder Notice and Questionnaire. IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by o. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact o. SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned holder (the "selling securityholder") of 11 1/2% Senior Subordinated Notes Due 2011 (the "registrable securities") of Interline Brands, Inc. (the "Company"), understands that the Company and certain of its subsidiaries have filed or intend to file with the Securities and Exchange Commission (the "SEC") a registration statement on an appropriate form for the registration of the resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), in accordance with the terms of the Registration Rights Agreement dated as of the issue date of the registrable securities, among the Company, the guarantors listed on the signature page thereto and the initial purchasers party thereto (the "Registration Rights Agreement"). A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth above. Each beneficial owner of registrable securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any registrable securities pursuant to the shelf registration statement (or any additional registration statement related thereto), a beneficial owner of registrable securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of registrable securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as described below). Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the shelf registration statement so that such beneficial owners may be named as selling securityholders in the related prospectus at the time of effectiveness. Any beneficial owner of registrable securities wishing to include its registrable securities must deliver to the Company a properly completed and signed copy of this Notice and Questionnaire. The Company has agreed to pay additional interest pursuant to the Registration Rights Agreement under certain circumstances as set forth therein. Certain legal consequences arise from being named as a selling securityholder in the shelf registration statement (or any additional registration statement related thereto) and the related prospectus. Accordingly, holders and beneficial owners of registrable securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the shelf registration statement (or any additional registration statement related thereto) and the related prospectus.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the execution and delivery of this Agreement, the Company parties hereto hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer and the Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: TARGA RESOURCES, INC. By /s/ XXXXX Xxxxxxx X. XXXXX XxXxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx XxXxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer TARGA RESOURCES FINANCE CORPORATION By /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer TARGA TEXAS FIELD SERVICES LP By TARGA RESOURCES TEXAS GP LLC, its general partner /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer TARGA RESOURCES HOLDINGS LP By TARGA RESOURCES HOLDINGS GP, its general partner /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer TARGA LOUISIANA FIELD SERVICES LLC TARGA LOUISIANA INTRASTATE LLC TARGA RESOURCES LLC TARGA RESOURCES II LLC TARGA RESOURCES HOLDINGS GP LLC TARGA RESOURCES TEXAS GP LLC TARGA MIDSTREAM GP LLC By /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Purchasers. BY CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX FIRST BOSTON LLC, By /s/ Ed York Name: Xxx Xxxx Ed York Title: Managing Director BY XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: INCORPORATED, By /s/ Xxxxxx X. Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: BY XXXXXXX, SACHS & CO., By /s/ Xxxxxxx, Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES& Co. (Xxxxxxx, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Sachs & Co.) ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•, 200[•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 at 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the execution and delivery of this Agreement, the Company parties hereto hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: TD FUNDING CORPORATION By /s/ XXXXX X. XXXXX W. Xxxxxxxx Xxxxxx Name: Xxxxx X. Xxxxx W. Xxxxxxxx Xxxxxx Title: Treasurer Vice President and Secretary TD ACQUISITION CORPORATION By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Vice President and Secretary ZMP, INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer XXXXX RITE AEROSPACE, INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer CHRISTIE ELECTRIC CORP. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer MARATHON POWER TECHNOLOGIES COMPANY By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer CHAMPION AEROSPACE, INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chairman and Chief Executive Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Company Merger it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned. TRANSDIGM INC. By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: President and Chief Executive Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Holding Merger (as defined in the Purchase Agreement), it will succeed by operation of law to all of the rights and obligations of TD Acquisition set forth herein and that all references herein to “Guarantors” shall thereupon be deemed to include the undersigned. TRANSDIGM HOLDING COMPANY By /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHFIRST BOSTON LLC, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: as representative for the Initial Purchasers By /s/ Xxxxxx X. Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York any such court in any such suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyproceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchaser and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY ByXXXXXXXXX MORTGAGE, INC. by: /s/ XXXXX Xxxxx X. XXXXX Xxxxxxxxx ---------------------- Name: Xxxxx X. Xxxxx Xxxxxxxxx Title: Treasurer President and Chief Operating Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC Byby: /s/XXX XXXX /s/ Xxxxxx X. Xxxxxxxxxx ------------------------ Name: Xxx Xxxx Xxxxxx X. Xxxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date consummation of the Registered Exchange Offer (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]May 15, 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY CHENIERE CORPUS CHRISTI HOLDINGS, LLC By: /s/ XXXXX Xxxxxxx X. XXXXX Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Treasurer President and Chief Financial Officer CORPUS CHRISTI LIQUEFACTION, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE CORPUS CHRISTI PIPELINE, L.P. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CORPUS CHRISTI PIPELINE GP, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) RBC CAPITAL MARKETS, LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESActing on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers RBC Capital Markets, LLC By: /s/XXXXXX XXXXXXXX Name: BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxxx Title: Director & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Commonwealth Bank of Australia Xxxxxxx Sachs & Co. LLC HSBC Securities (USA) Inc. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Lloyds Securities Inc. Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank BBVA Securities Inc. Credit Agricole Securities (USA) Inc. ABN AMRO Securities (USA) LLC CIT Capital Securities LLC Loop Capital Markets LLC Xxxxxxx Xxxxx & Associates, Inc. ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Company Registered Exchange Offer, the Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX X. XXXXX Xxxx Xxxxx Name: Xxxxx X. Xxxx Xxxxx Title: Treasurer Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES X.X. Xxxxxx Securities LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers X.X. Xxxxxx Securities LLC ABN AMRO Securities (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHBBVA Securities Inc. BofA Securities, PIERCEInc. CIBC World Markets Corp. Citigroup Global Markets, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES Inc. Credit Suisse Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: ) LLC DBS Bank Ltd. Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES & Co. LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESHSBC Securities (USA) Inc. ING Financial Markets LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. nabSecurities, LLC By: /s/XXXXXX XXXXXXXX Name: Natixis Securities Americas LLC RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank Xxxxx Fargo Securities, LLC Xxxxxx Xxxxxxxx Title: Director Xxxxxxx & Co. LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the The Company hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: REXNORD CORPORATION By /s/ XXXXX X. XXXXX ------------------------------ Name: Xxxxx Xxxxxx X. Xxxxx Xxxxxx Title: Treasurer Chief Financial Officer RBS GLOBAL, INC. By /s/ ------------------------------ Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By /s/ ------------------------------ Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHFIRST BOSTON CORPORATION, PIERCEas representative for the Initial Purchasers, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX By /s/ --------------------------- Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]_________, 200_, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ---------- (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act. SCHEDULE I SUBSIDIARY GUARANTORS NAME JURISDICTION ---- ------------ 1. PT Components Inc. Delaware 2. RAC-I, Inc. Delaware 3. RBS Acquisition Corporation Delaware 4. RBS China Holdings, L.L.C. Delaware 5. RBS North America, Inc. Delaware 6. Rexnord North America Holdings, Inc. Delaware 7. Rexnord Germany-1 Inc. Delaware 8. Rexnord International Inc. Delaware 9. Xxxxxxx Xxxx Licensco Inc. Delaware 10. X.X. Xxxx Inc. Delaware 11. Prager Incorporated Louisiana 12. Addax Inc. Nebraska 13. Clarkson Industries Inc. New York 14. Rexnord Ltd. Nevada 15. Rexnord Puerto Rico Inc. Nevada 16. Betzdorf Chain Co. Inc. Wisconsin

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any such suit or proceeding arising out of or relating to this Agreement that may be instituted in any such court or the transactions contemplated herebybrought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer, and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: /s/ XXXXX X. XXXXX BRAND SERVICES, INC. by -------------------------------- Name: Xxxxx X. Xxxxx Title: Treasurer BRAND ACQUISITION CORP. by -------------------------------- Name: Title: BRAND SCAFFOLD SERVICES, INC., by -------------------------------- Name: Title: BRAND SCAFFOLD RENTAL & ERECTION, INC., by -------------------------------- Name: Title: BRAND SCAFFOLD BUILDERS, INC., by -------------------------------- Name: Title: SCAFFOLD-JAX, INC., by -------------------------------- Name: Title: BRAND SCAFFOLD ERECTORS, INC., by -------------------------------- Name: Title: SCAFFOLD BUILDING SERVICES, INC., by -------------------------------- Name: Title: BRAND SPECIAL EVENTS, INC., by -------------------------------- Name: Title: MIKE BROWN GRANDSTANDS, INC., by -------------------------------- Name: Title: KWIKRIG, INC., by -------------------------------- Name: Title: BRAND STAFFING SERVICES, INC., by -------------------------------- Name: Title: SKYVIEW STAFFING, INC., by -------------------------------- Name: Title: HIGHTOWER STAFFING, INC., by -------------------------------- Name: Title: BRANDCRAFT LABOR, INC., by -------------------------------- Name: Title: SKYVIEW SAFETY SERVICES, INC., by -------------------------------- Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK FIRST BOSTON CORPORATION J.P. MORGAN SECURITIES INC. By: /s/XXXXXX XXXXXXXXX CREDIT SUISSE FIRST BOSTON CORPORATIXX xx ----------------------------------- Name: Title: By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC J.P. MORGAN SECURITIES (USA) INC. Byby ----------------------------------- Xxxx: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.:

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY, INC. /s/ XXXXX X. XXXXX Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Xxxxxx Title: Treasurer Senior Vice President, Finance and Treasury The foregoing Registration Rights Agreement is hereby xxxxxx confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) XXXXXXX XXXXX & CO. LLC By: /s/XXX XXXX /s/ Xxxx X. Xxxxxx Name: Xxx Xxxx X. Xxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, Acting on behalf of itself and as representative of the Initial Purchasers X.X. XXXXXX & XXXXX INCORPORATED SECURITIES LLC By: /s/XXXXX XXXXX /s/ Som Xxxxxxxxxxxxx Name: Xxxxx Xxxxx Som Xxxxxxxxxxxxx Title: Executive Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK Acting on behalf of itself and as representative of the Initial Purchasers BBVA SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX /s/ Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxx X. Xxxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers MIZUHO SECURITIES USA LLC By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Managing Director HSBC SECURITIES Acting on behalf of itself and as representative of the Initial Purchasers SCOTIA CAPITAL (USA) INC. By: /s/XXXXX X. XXXXX /s/ Xxxxxxx Xxxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Xxxxxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA)Managing Director & Head of U.S. Debt Origination Acting on behalf of itself and as representative of the Initial Purchasers TRUIST SECURITIES, INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx /s/ Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Xxxxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxxxxx Title: Director Authorized Signatory Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC BBVA Securities Inc. Mizuho Securities USA LLC Scotia Capital (USA) Inc. Truist Securities, Inc. BofA Securities, Inc. CaixaBank S.A. CIBC World Markets Corp. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. DBS Bank Ltd. First Citizens Capital Securities, LLC HSBC Securities (USA) Inc. ICBC Standard Bank Plc ING Financial Markets LLC Intesa Sanpaolo IMI Securities Corp. Loop Capital Markets LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. Natixis Securities Americas LLC Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets, LLC X. Xxxxxxx & Co., LLC Santander US Capital Markets LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Company Registered Exchange Offer the Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY H&E EQUIPMENT SERVICES, INC. By: /s/ XXXXX Xxxx X. XXXXX Xxxxxxxx Name: Xxxxx Xxxx X. Xxxxx Xxxxxxxx Title: Treasurer Chief Executive Officer GNE INVESTMENTS, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer GREAT NORTHERN EQUIPMENT, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer H&E CALIFORNIA HOLDING, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer H&E EQUIPMENT SERVICES (CALIFORNIA), LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer H&E EQUIPMENT SERVICES (MID-ATLANTIC), INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer [Registration Rights Agreement] H&E FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX /s/ Xxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx Title: Managing Director By: Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 2017, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY CHENIERE CORPUS CHRISTI HOLDINGS, LLC By: /s/ XXXXX Xxxxxxx X. XXXXX Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Treasurer President and Chief Financial Officer CORPUS CHRISTI LIQUEFACTION, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE CORPUS CHRISTI PIPELINE, L.P. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CORPUS CHRISTI PIPELINE GP, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES XXXXXXX, XXXXX & CO. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxxx, Sachs & Co. BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES Inc. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Lloyds Securities Inc. Mizuho Securities USA Inc. Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA)) Inc. SMBC Nikko Securities America, INC. By: /s/XXXXXXX XXXXX Name: Inc. SG Americas Securities, LLC Standard Chartered Bank Credit Agricole Securities (USA) Inc. ABN AMRO Securities (USA) LLC CIT Capital Securities LLC Loop Capital Markets LLC Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: & Associates, Inc. Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESFargo Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX Xxxx X. XXXXX Xxxxx Name: Xxxx X. Xxxxx Title: Vice President and Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG, L.P. By its General Partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer [Signature Page to Registration Rights Agreement] SABINE PASS LNG-LP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer [Signature Page to Registration Rights Agreement] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX /s/ Xxx Xxxxxxx Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Acting on behalf of itself and as representative of the Initial Purchasers [Signature Page to Registration Rights Agreement] SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES ) LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESSG Americas Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. X.X. Xxxxxx Xxxxxxxx Title: Director Securities LLC Xxxxxx Xxxxxxx & Co. LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Commonwealth Bank of Australia CIBC World Markets Corp. ING Financial Markets LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY Sabine Pass Liquefaction, LLC By: /s/ XXXXX X. XXXXX Xxxx Xxxxx Name: Xxxxx X. Xxxx Xxxxx Title: Treasurer Vice President, Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESActing on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, Inc. ABN AMRO Securities (USA) LLC BBVA Securities Inc Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co ING Financial Markets LLC X.X. Xxxxxx Securities LLC Lloyds Securities Inc Mizuho Securities USA Inc MUFG Securities Americas Inc RBC Capital Markets, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Scotia Capital (USA) Inc SG Americas Securities, LLC Commonwealth Bank of Australia ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the The Company hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY FINLAY FINE JEWELRY CORPORATION By: /s/ XXXXX Xxxxx X. XXXXX Xxxxxxxx --------------------------------- Name: Xxxxx X. Xxxxx Xxxxxxxx Title: Senior Vice President, Treasurer and CFO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC X. X. XXXXXX SECURITIES (USA) INC SG AMERICAS SECURITIES, LLC by: CREDIT SUISSE FIRST BOSTON LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX /s/ Xxxxxx X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Xxxxxxx ------------------------------- Name: Xxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY CHENIERE CORPUS CHRISTI HOLDINGS, LLC By: /s/ XXXXX Xxxx X. XXXXX Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CORPUS CHRISTI LIQUEFACTION, LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE CORPUS CHRISTI PIPELINE, L.P. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CORPUS CHRISTI PIPELINE GP, LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA)BOFA SECURITIES, INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESActing on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC ING Financial Markets LLC Scotia Capital (USA) Inc. ABN AMRO Securities (USA) LLC Banca IMI S.p.A. BBVA Securities Inc. Citigroup Global Markets Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC DBS Bank Ltd. HSBC Securities (USA) Inc. X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Santander Investment Securities Inc. SMBC Nikko Securities America, Inc. SG Americas Securities, LLC Standard Chartered Bank CIBC World Markets Corp. CIT Capital Securities LLC nabSecurities, LLC Natixis Securities Americas LLC Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Company Registered Exchange Offer, the Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY Sabine Pass LNG, L.P. By: Sabine Pass LNG-GP, LLC, its general partner /s/ XXXXX Xxxxxx X. XXXXX XxXxxxxx Name: Xxxxx Xxxxxx X. Xxxxx XxXxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX /s/ Xxx Xxxxxxx Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director Vice President HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: /s/ Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESDirector, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Co-head of LAF Americas Acting on behalf of themselves and as representatives of the Initial Purchasers ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX Xxxx X. XXXXX Xxxxx Name: Xxxx X. Xxxxx Title: Vice President and Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG, L.P. By its General Partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG-LP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX /s/ Xxx Xxxxxxx Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES ) LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESSG Americas Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. X.X. Xxxxxx Xxxxxxxx Title: Director Securities LLC Xxxxxx Xxxxxxx & Co. LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Commonwealth Bank of Australia CIBC World Markets Corp. ING Financial Markets LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY Sabine Pass Liquefaction, LLC By: /s/ XXXXX Xxxxxxx X. XXXXX Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Treasurer Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES Credit Suisse Securities (USA) LLC By: /s/XXX XXXX /s/ Xxx Xxxxxxx Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC Mitsubishi UFJ SECURITIES Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESInc. Lloyds Securities Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Xxxxxxx & Co. LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC BBVA Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated SMBC Nikko Securities America, Inc. Santander Investment Securities Inc. HSBC Securities (USA) Inc. Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC ABN AMRO Securities (USA) LLC Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company and each Initial Purchaser submits to the nonexclusive jurisdiction of the Federal and State courts United States District Court located in the Borough of Manhattan in the City of Manhattan, New York York, in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company or any Initial Purchaser may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS NORTH SHORE GAS COMPANY By: By /s/ XXXXX Xxxxxx X. XXXXX Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Title Senior Vice President, Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE BANC OF AMERICA SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxx X. Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS Vice President U.S. BANCORP XXXXX XXXXXXX INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: By /s/ Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY CHENIERE CORPUS CHRISTI HOLDINGS, LLC By: /s/ XXXXX Xxxxxxx X. XXXXX Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Treasurer Chief Financial Officer CHENIERE CORPUS LIQUEFACTION, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE CORPUS PIPELINE, L.P. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CHENIERE CORPUS PIPELINE GP, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) XXXXXX XXXXXXX & CO. LLC By: /s/XXX XXXX /s/ Xxxxxx Xxxx Name: Xxx Xxxxxx Xxxx Title: Managing Director XXXXXXX LYNCHActing on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Lynch, PIERCEPierce, XXXXXX Xxxxxx & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Incorporated BNP Paribas Securities Corp. Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI LLC Xxxxxxx, Sachs & Co. HSBC Securities (USA) Inc. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Lloyds Securities Inc. Mitsubishi UFJ SECURITIES Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank BBVA Securities Inc. Credit Agricole Securities (USA) Inc. ABN AMRO Securities (USA) LLC CIT Capital Securities LLC Loop Capital Markets LLC Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: & Associates, Inc. Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESFargo Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York any such court in any such suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyproceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchaser and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY ByXXXXXXXXX MORTGAGE, INC. by: /s/ XXXXX Xxxxx X. XXXXX Xxxxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxxxx Title: Treasurer President & CEO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC Byby: /s/XXX XXXX /s/ Xxxxxx Xxxxxxxxxx Name: Xxx Xxxx Xxxxxx Xxxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date consummation of the Registered Exchange Offer (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]May 15, 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY H&E EQUIPMENT SERVICES, INC. By: /s/ XXXXX Xxxxxx X. XXXXX Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Treasurer Chief Financial Officer GNE INVESTMENTS, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer GREAT NORTHERN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E CALIFORNIA HOLDING, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E EQUIPMENT SERVICES (CALIFORNIA), LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E EQUIPMENT SERVICES (MID-ATLANTIC), INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer Registration Rights Agreement H&E FINANCE CORP. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX by: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX /s/ Xxxxxxxx X. Xxxx Name: Xxx Xxxxxxxx X. Xxxx Title: Managing Director by: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX /s/ X. XXXXXXXXXX. Xxxxxx, XXXx. Name: Xxxx X. XxXxxxxxxX. Xxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]February 16, 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY XXXXXX INTERNATIONAL INC. By: /s/ XXXXX X. XXXXX Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Title: Treasurer Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. /s/ Xxxxx Xxxxxxxxx Name: Xxxx X. XxXxxxxxx, Xx. Xxxxx Xxxxxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INCXXXXXXX SACHS & CO. LLC By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX /s/ Xxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS X.X. XXXXXX SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX /s/ Som Xxxxxxxxxxxxx Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Som Xxxxxxxxxxxxx Title: Managing Executive Director Title: Associate Director XXXXX FARGO SECURITIESActing on behalf of themselves and as representatives of the Initial Purchasers SCHEDULE A Initial Purchasers Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC BofA Securities, Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC By: /s/XXXXXX XXXXXXXX Name: Deutsche Bank Securities Inc. Mizuho Securities USA LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxxx Title: Director Xxxxxxx & Co. LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the The Company hereby submits to the nonexclusive exclusive jurisdiction of the Federal federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY NORTHWESTERN CORPORATION By: /s/ XXXXX Xxxxx X. XXXXX Xxxx Name: Xxxxx X. Xxxxx Xxxx Title: Treasurer Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE BANC OF AMERICA SECURITIES (USA) LLC X.X. XXXXXX SECURITIES INC. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX BANC OF AMERICA SECURITIES LLC By:/s/ Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxx X. Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. Vice President By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK X.X. XXXXXX SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX By:/s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Vice President SCHEDULE A Banc of America Securities LLC X.X. Xxxxxx Securities Inc. KeyBanc Capital Markets Inc. Wedbush Xxxxxx Securities Inc. Scotia Capital (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA)Inc. WestLB AG, INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.London Branch

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY Sabine Pass Liquefaction, LLC By: /s/ XXXXX Xxxxxx X. XXXXX XxXxxxxx Name: Xxxxx Xxxxxx X. Xxxxx XxXxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) XXXXXX XXXXXXX & CO. LLC By: /s/XXX XXXX /s/ Xxxxxx Xxxx Name: Xxx Xxxxxx Xxxx Title: Managing Director XXXXXXX LYNCHActing on behalf of itselfand as representativeof the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC Mizuho Securities USA Inc. RBC Capital Markets, PIERCELLC SG Americas Securities, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director LLC HSBC SECURITIES Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI Inc. Credit Suisse Securities (USA) LLC Lloyds Securities Inc. Mitsubishi UFJ SECURITIES Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Inc. Scotia Capital (USA) Inc. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Banca IMI S.p.A. Standard Chartered Bank X.X. Xxxxxx Securities LLC SMBC Nikko Securities America, Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESIncorporated Santander Investment Securities Inc. CIBC World Markets Corp. Xxxxxxx, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Sachs & Co. Deutsche Bank Securities Inc. ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX Xxxx X. XXXXX Xxxxx Name: Xxxx X. Xxxxx Title: Vice President and Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxx Kiss Name: Xxxxxxx Kiss Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers RBC Capital Markets, LLC ABN AMRO Securities (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHBBVA Securities Inc. BofA Securities, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES Inc. Credit Suisse Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: ) LLC DBS Bank Ltd. Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES & Co. LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx HSBC Securities (USA) Inc. ING Financial Markets LLC X.X. Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESSecurities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC Standard Chartered Bank SMBC Nikko Securities America, Inc. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: /s/ XXXXX Dxxxx X. XXXXX Xxxxx Name: Xxxxx Dxxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Mxxx Xxxxxxxxx Name: Mxxx Xxxxxxxxx Title: Managing Director By: /s/ Axxxxx Xxxxxxxxx Name: Axxxxx Xxxxxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX /s/ Gxxx Xxxxxxxx Name: Xxx Xxxx Gxxx Xxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Exchange SecuritiesNotes. 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 Exchange Securities Notes received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities Notes for its own account in exchange for Securities, where such Initial Securities 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 Exchange SecuritiesNotes. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Exchange SecuritiesNotes. 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 Securities Notes received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities Notes by broker-dealers. Exchange Securities Notes received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange SecuritiesNotes. Any broker-dealer that resells Exchange Securities Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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: 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 Initial Securities that were acquired as a result of market-making activities or other trading activities, it 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 Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY XXXXXX INTERNATIONAL INC. By: /s/ XXXXX /s/Xxxxx X. XXXXX Xxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Title: Treasurer Executive Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHBOFA SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. __/s/ Xxxxxxx Muller_______________________ Name: Xxxx X. XxXxxxxxx, Xx. Xxxxxxx Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx __/s/ Ritu Ketkar__________________________ Name: Xxxx Xxxxxxx Xxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: __/s/ Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx _________________________ Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, X.X. XXXXXX SECURITIES LLC By: /s/XXXXXX XXXXXXXX ____/s/ Som Bhattacharyya_____________________ Name: Xxxxxx Xxxxxxxx Som Xxxxxxxxxxxxx Title: Executive Director Acting on behalf of themselves and as representatives of the Initial Purchasers SCHEDULE A Initial Purchasers BofA Securities, Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Sachs & Co. LLC Xxxxxx Xxxxxxx & Co. LLC Barclays Capital Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it will make this Prospectus available to any broker-broker- dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Registered Exchange Offer, the Company 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 has agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in The City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY METAL SERVICES MERGER SUB CORP. By /s/ Xxxxxxx A.R. Xxxxxxxxx Name: Xxxxxxx A.R. Xxxxxxxxx Title: President and Secretary METAL SERVICES HOLDCO LLC By: Metal Services Acquisition Corp., its managing member By /s/ XXXXX X. XXXXX Xxxxxxx A.R. Xxxxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx A.R. Xxxxxxxxx Title: Treasurer President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Purchasers CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: By /s/ Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Schestay Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Schestay Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•, 200[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, each of the Company Best Buy Companies (i) submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of or relating to this Agreement Agreement, and (ii) agrees that service of process upon the Company shall be deemed in every respect effective service of process upon it in any such suit or the transactions contemplated herebyproceeding. To the extent that any of the Company Best Buy Companies may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it such Best Buy Company hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Best Buy Companies a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Purchasers and the Company Best Buy Companies in accordance with its terms. Very truly yoursBEST BUY CO., AMERICAN EXPRESS COMPANY INC. By: /s/ XXXXX XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer and Chief Financial Officer BBC INSURANCE AGENCY, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer and Chief Financial Officer BBC INVESTMENT CO. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance and Treasurer BBC PROPERTY CO. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance and Treasurer BEST BUY STORES, L.P. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President BEST BUY PURCHASING LLC By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President XXXXXXX.XXX, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer BEST BUY CONCEPTS, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer MAGNOLIA HI-FI, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxx Xxxxxx X. Xxxxx Title: Senior Vice President and Secretary MUSICLAND STORES CORPORATION By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President THE MUSICLAND GROUP, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President MEDIA PLAY, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President MG FINANCING SERVICES, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President MLG INTERNET, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President MUSICLAND RETAIL, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President ON CUE, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President REQUEST MEDIA, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President SUNCOAST GROUP, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President SUNCOAST MOTION PICTURE COMPANY, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President SUNCOAST RETAIL, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President TMG CARIBBEAN, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President TMG-VIRGIN ISLANDS, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Senior Vice President REDLINE ENTERTAINMENT, INC. By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance, Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director FIRST BOSTON CORPORATION XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON CORPORATION, for the Purchasers By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s//s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for Counterpart To Registration Rights Agreement The undersigned hereby absolutely, unconditionally and irrevocably agrees (as a "Guarantor") to use its own account reasonable efforts to include its Guarantee in any Registration Statement required to be filed by the Company and the Guarantors pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale Registration Rights Agreement, dated as of such Exchange Securities. The Letter of Transmittal states that June 27, 2001 (the "Registration Rights Agreement") by so acknowledging and by delivering a prospectusamong Best Buy Co., Inc, a broker-dealer will not Minnesota corporation, the guarantors named therein and Credit Suisse First Boston Corporation and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; to use its reasonable efforts to cause such Registration Statement to become effective as specified in the Registration Rights Agreement; and to otherwise be deemed to admit that it is an “underwriter” within bound by the meaning terms and provisions 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of DistributionRegistration Rights Agreement.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY CHENIERE CORPUS CHRISTI HOLDINGS, LLC By: /s/ XXXXX X. XXXXX Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Xxxxxx Title: Treasurer Vice President, Finance and Planning CORPUS CHRISTI LIQUEFACTION, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Planning CHENIERE CORPUS CHRISTI PIPELINE, L.P. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Planning CORPUS CHRISTI PIPELINE GP, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Planning The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES XXXXXX XXXXXXX & CO. LLC for itself and as Representative of the several Purchasers /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director SCHEDULE A Initial Purchasers BofA Securities, Inc. ING Financial Markets LLC Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, Inc. BBVA Securities Inc. CIBC World Markets Corp. CIT Capital Securities LLC Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc Credit Suisse Securities (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX DBS Bank Ltd. Xxxxxxx Sachs & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director Co. LLC HSBC SECURITIES Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. J.P. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Xxxxxxx Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES & Associates, Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. Scotia Capital (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES) Inc. SG Americas Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Standard Chartered Bank. Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Company Registered Exchange Offer, the Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX X. XXXXX Xxxx Xxxxx Name: Xxxxx X. Xxxx Xxxxx Title: Treasurer Senior Vice President and Chief Financial Officer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer SABINE PASS TUG SERVICES, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Financial Officer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer CHENIERE CREOLE TRAIL PIPELINE, L.P. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES RBC Capital Markets, LLC By: /s/ Xxxxxxx Kiss Name: Xxxxxxx Kiss Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers RBC Capital Markets, LLC BBVA Securities Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. Commonwealth Bank of Australia Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX DBS Bank Ltd. Xxxxxxx Xxxxx & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director Co. LLC HSBC SECURITIES Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES Inc. ICBC Standard Bank Plc Intesa Sanpaolo S.p.A. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC MUFG Securities Americas Inc. nabSecurities, LLC Natixis Securities Americas LLC Santander Investment Securities Inc. Scotia Capital (USA)) Inc. SMBC Nikko Securities America, INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESInc. SG Americas Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Standard Chartered Bank Xxxxx Fargo Securities, LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Company Registered Exchange Offer the Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits The Issuers hereby submit to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company any Issuer may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers and the Company parties in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY PIH ACQUISITION CO. By: /s/ XXXXX Xxxxxx X. XXXXX Xxxx Name: Xxxxx Xxxxxx X. Xxxxx Xxxx Title: Treasurer President PANOLAM INDUSTRIES INTERNATIONAL, INC. by /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer PANOLAM INDUSTRIES, INC. by /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer PIONEER PLASTICS CORPORATION by /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. by: CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: /s/XXX XXXX /s/ Xxx Xxxxxxxx Name: Xxx Xxxx Xxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX by: XXXXXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA)COMPANY, INC. By: /s/XXXXXXX XXXXX /s/ X. Xxxxx Xxxxxxx Name: X. Xxxxx Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESExecutive Vice President Schedule A List of Guarantors Panolam Industries, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Inc. Pioneer Plastics Corporation ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuers have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuers have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuers 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 has Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company and each Initial Purchaser submits to the nonexclusive jurisdiction of the Federal and State courts United States District Court located in the Borough of Manhattan in the City of Manhattan, New York York, in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company or any Initial Purchaser may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: The Peoples Gas Light and Coke Company By /s/ XXXXX Xxxxxx X. XXXXX Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) Banc of America Securities LLC By: /s/XXX XXXX By /s/ Xxxxx X. Xxxxxxx Name: Xxx Xxxxx X. Xxxxxxx Title: Vice President U.S. Bancorp Xxxxx Xxxxxxx Inc. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX Annex A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” ANNEX " Annex B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” ANNEX " Annex C PLAN OF DISTRIBUTION Plan of Distribution Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]___________________, 200__, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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: __________________

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY Sabine Pass Liquefaction, LLC By: /s/ XXXXX X. XXXXX Xxxxxx XxXxxxxx Name: Xxxxx X. Xxxxx Xxxxxx XxXxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) XXXXXX XXXXXXX & CO. LLC By: /s/XXX XXXX /s/ Xxxxxx Xxxx Name: Xxx Xxxxxx Xxxx Title: Managing Director XXXXXXX LYNCHActing on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC SG Americas Securities, PIERCELLC Mizuho Securities USA Inc RBC Capital Markets, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES LLC Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI LLC Standard Chartered Bank Mitsubishi UFJ SECURITIES Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Inc. Banca IMI S.p.A. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Lloyds Securities Inc. Scotia Capital (USA) Inc. SMBC Nikko Capital Markets Limited Santander Investment Securities Inc. Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Incorporated CIBC World Markets Corp. ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY CAPITAL ONE FINANCIAL CORPORATION By: /s/ XXXXX X. XXXXX Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Executive Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE DEUTSCHE BANK SECURITIES (USA) LLC INC. By: /s/XXX XXXX /s/ Xxxx Xxxxxxx Name: Xxx Xxxx Xxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/X.X. XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Executive Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus meeting the requirements of the Securities Act when it resells such Exchange Securities. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the reasonable and documented expenses (subject to a maximum not to exceed $25,000) of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 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:

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of or relating to this Agreement or brought, in connection with the transactions contemplated herebyby this Agreement, under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. [REGISTRATION RIGHTS AGREEMENT] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY ISSUER: PENTON MEDIA, INC. By: /s/ XXXXX X. XXXXX Thomas L. Kemp ------------------------------------ Name: Thomas L. Kemp Title: Chaixxxx xx xxx Xxard and Chief Executive Officer GUARANTORS: STARDUST.COM By: /s/ Joseph X. XxXxxxxx ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxx X. Xxxxxxxxx Xxficer PTS DELAWARE, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxx Xxxxxxxxx Xxficer and Treasurer INTERNET WORLD MEDIA, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Chief Financial Xxxxxxx, Treasurer and Assistant Secretary STREAMING MEDIA, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Chief Financial Xxxxxxx xxx Treasurer TECH CONFERENCES, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Vice President, Xxxxx Xxxxxxxxx Xfficer, and Treasurer HEALTHWELL.COM, INC. By: /s/ Joseph G. NeCaxxxx ------------------------------------ Name: Joseph G. NeCastro Title: Vice President, Xxxxx Xxxxxxxxx Xfficer, and Treasurer DONOHUE MEEHAN PUBLISHING COMPANY Xx: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Treasurer DUKE INVESTMENTS, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxx Xxxxxxxxx Xxficer and Treasurer DUKE COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxx Xxxxxxxxx Xxficer and Treasurer ONE, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxxxxxx BOARDWATCH, INCORPORATED By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxxxxxx PENTON INTERNET, INC. By: /s/ Joseph G. NeCastro ------------------------------------ Name: Joseph G. NeCastro Title: Xxxxxxxxx Xxxxxxxxy The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC FIRST BOSTON CORPORATION By: /s/XXX XXXX /s/ Kent Savagian ------------------------------------ Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Kenx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York parties hereto, in any suit or proceeding arising out of or relating to this Agreement Agreement, each submit to the nonexclusive jurisdiction of any federal or state court in the transactions contemplated herebyBorough of Manhattan, State of New York or brought under federal or state securities laws. To the extent that the Company any party hereto may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY WESTERN REFINING, INC. By: /s/ XXXXX Xxxx X. XXXXX Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer Western Refining Company, L.P. As Guarantor By: Western Refining GP, LLC Its General Partner /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer Western Refining TRS I, LLC As Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Manager Western Refining TRS II, LLC As Guarantor By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Manager Western Refining Texas Retail Services, LLC As Guarantor By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Manager York River Fuels, LLC As Guarantor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer Western Refining LP, LLC As Guarantor By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: President, Treasurer and Secretary Ascarte Group, LLC As Guarantor By: Western Refining Company, L.P. Its sole member By: Western Refining GP, LLC Its General Partner By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer Ciniza Production Company Dial Oil Co. Empire Oil Co. Giant Four Corners, Inc. Giant Industries, Inc. Giant Stop-N-Go of New Mexico, Inc. San Xxxx Refining Company Western Refining Pipeline Company Western Refining GP, LLC Western Refining Southwest, Inc. Western Refining Terminals, Inc. Western Refining Wholesale, Inc. Western Refining Yorktown Holding Company Western Refining Yorktown, Inc. As Guarantors By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX, SACHS & CO. RBS SECURITIES INC. BARCLAYS CAPITAL INC. CREDIT AGRICOLE SECURITIES (USA) INC. PNC CAPITAL MARKETS LLC RB INTERNATIONAL MARKETS (USA) LLC REGIONS SECURITIES LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. U.S. BANCORP INVESTMENTS, INC. By: /s/XXX XXXX DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxx Xxxx Xxxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX /s/ Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX Xxxxxx X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Acting on its own behalf and as a representative of the several Initial Purchasers ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•[ ], 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 90 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY Sabine Pass Liquefaction, LLC By: /s/ XXXXX Xxxxxxx X. XXXXX Xxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Treasurer Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: /s/ Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Scotia Capital (USA) Inc. SG Americas Securities, LLC MUFG Securities Americas Inc. ING Financial Markets LLC Lloyds Securities Inc. SMBC Nikko Securities America, Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC ABN AMRO Securities (USA) LLC Credit Agricole Securities (USA) Inc. BBVA Securities Inc. HSBC Securities (USA) Inc. Santander Investment Securities Inc. Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Credit Suisse Securities (USA) LLC ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX Xxxx X. XXXXX Xxxxx Name: Xxxx X. Xxxxx Title: Vice President and Treasurer CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer SABINE PASS TUG SERVICES, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer CHENIERE CREOLE TRAIL PIPELINE, L.P. By its General Partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers X.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. ABN AMRO Securities (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHSG Americas Securities, PIERCELLC Mizuho Securities USA LLC Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Inc. Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES LLC HSBC Securities (USA)) Inc. Xxxxxxx Lynch, INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Pierce, Xxxxxx & Xxxxx Title: Managing Director UBS SECURITIES Incorporated Commonwealth Bank of Australia CIBC World Markets Corp. ING Financial Markets LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: CHENIERE ENERGY PARTNERS, L.P. By its general partner, CHENIERE ENERGY PARTNERS GP, LLC /s/ XXXXX X. XXXXX Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxx Xxxxxxx Xxxxxx Title: Treasurer Vice President, Finance and Treasury CHENIERE ENERGY INVESTMENTS, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury SABINE PASS LNG-GP, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury SABINE PASS LNG, L.P. By its general partner, SABINE PASS LNG-GP, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury SABINE PASS TUG SERVICES, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury CHENIERE CREOLE TRAIL PIPELINE, L.P. By its general partner, CHENIERE PIPELINE GP INTERESTS, LLC /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Finance and Treasury The foregoing Registration Rights Agreement is hereby xxxxxx confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Executive Director Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & Co. LLC CIBC World Markets Corp. Credit Agricole Securities (USA) Inc. Natixis Securities Americas LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHRBC Capital Markets, PIERCELLC Xxxxx Fargo Securities, XXXXXX LLC BBVA Securities Inc. BofA Securities, Inc. Citigroup Global Markets Inc. DBS Bank Ltd. Xxxxxxx Xxxxx & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director Co. LLC HSBC SECURITIES Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES Inc. ICBC Standard Bank Plc ING Financial Markets LLC Intesa Sanpaolo S.p.A. J.P. Xxxxxx Securities LLC Loop Capital Markets LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Santander US Capital Markets LLC Scotia Capital (USA)) Inc. SMBC Nikko Securities America, INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIESInc. SG Americas Securities, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Standard Chartered Bank ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer, it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors have agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer, it they will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date consummation of the Company Registered Exchange Offer the Issuer 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 has Issuer and the Guarantors have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the execution and delivery of this Agreement, the Company parties hereto hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY ByXXX ACQUISITION CORP, By /s/ X. Xxxxx Xxxxxxx ---------------------- Name: X. Xxxxx Xxxxxxx Title: Vice President 3-GEN DIAGNOSTIC LABORATORIES, INC. (a Utah corporation) AMERIPATH 5.01 (A) CORPORATION (a Texas not-for-profit corporation) AMERIPATH CARROLLTON, INC, (a Georgia corporation) AMERIPATH CINCINNATI, INC. (an Ohio corporation) AMERIPATH CLEVELAND, INC. (an Ohio corporation) AMERIPATH CONSOLIDATED LABS, INC. (a Florida corporation) AMERIPATH FLORIDA, INC. (a Florida corporation) AMERIPATH KENTUCKY, INC, (a Kentucky corporation) AMERIPATH LUBBOCK 5.01(A) CORPORATION (a Texas not-for-profit corporation) AMERIPATH MARKETING USA, INC. (a Florida corporation) AMERIPATH MICHIGAN, INC. (a Michigan corporation) AMERIPATH MISSISSIPPI, INC. (a Mississippi corporation) AMERIPATH NEW ENGLAND, INC, (a Delaware corporation) AMERIPATH NEW YORK, INC. (a Delaware corporation) AMERIPATH NORTH CAROLINA, INC. (a North Carolina corporation) AMERIPATH OHIO, INC. (a Delaware corporation) AMERIPATH PAT 5.01(A) CORPORATION (a Texas not-for-profit corporation) AMERIPATH PCC, INC. (an Ohio corporation) AMERIPATH PENNSYLVANIA, INC. (a Pennsylvania corporation) AMERIPATH PHILADELPHIA, INC. (a New Jersey corporation) AMERIPATH SC, INC. (a South Carolina corporation) AMERIPATH SEVERANCE 5.01(A) CORPORATION (a Texas not-for-profit corporation) AMERIPATH, WISCONSIN, INC. (a Wisconsin corporation) AMERIPATH YOUNGSTOWN LABS, INC. (an Ohio corporation) AMERIPATH YOUNGSTOWN, INC. (an Ohio corporation) ANATOMIC PATHOLOGY SERVICES, INC. (an Oklahoma corporation) ARIZONA PATHOLOGY GROUP, INC. (an Arizona corporation) ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION (a Texas not-for-profit corporation) XXX X. XXXXXX, M.D., F.C.A.P., INC. (a Mississippi corporation) CALIFORNIA PATHOLOGY CONSULTANTS OF AMERICA, INC. (a Tennessee corporation) CPA I, INC. (a Tennessee corporation) CPA II, INC. (a Tennessee corporation) DERMATOPATHOLOGY SERVICES, INC. (an Alabama corporation) DERMPATH, INC. (a Delaware corporation) DFW 5.01(A) CORPORATION (a Texas not-for-profit corporation) DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, INC. (an Oklahoma corporation) GEORGIA PATHOLOGY CONSULTANTS OF AMERICA, INC. (a Tennessee corporation) X. XXXXX XXXXX, M.D., INC. (a Georgia corporation) XXXX X. XXXXXX, XX., M.D., F.C.A.P., INC. (a Mississippi corporation) XXXXXXX X. SHARMA, M.D., INC. (a Georgia corporation) XXXXXXXXX XXX, M.D., INC. (a Georgia corporation) NAPA 5.01(A) CORPORATION (a Texas not-for-profit corporation) OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC. (a Georgia corporation) X'XXXXX MEDICAL PATHOLOGY ASSOCIATION, INC. (a Georgia corporation) PATHOLOGY AFFILIATED SERVICES, INC. (a Texas corporation) PATHOLOGY CONSULTANTS OF AMERICA, INC. (a Tennessee corporation) PATHSOURCE, INC. (a Delaware corporation) PCA OF COLUMBUS, INC. (a Tennessee corporation) PCA OF DENVER, INC. (a Tennessee corporation) PCA OF LOS GATOS, INC. (a Tennessee corporation) PCA OF MEMPHIS, INC. (a Tennessee corporation) PCA OF NASHVILLE, INC. (a Tennessee corporation) PCA OF ST. XXXXX XX, INC. (a Tennessee corporation) PCA SOUTHEAST II, INC. (a Tennessee corporation) PCA/APR ACQUISITION CORP. (a Tennessee corporation) XXXXX X. XXXXXXXXX, M.D., INC. (a Georgia corporation) XXXXXX X. XXXXXX, M.D., INC. (a Georgia corporation) SHOALS PATHOLOGY ASSOCIATES, INC. (an Alabama corporation) XXXXXXX PATHOLOGY 5.01(A) CORPORATION (a Texas not-for-profit corporation) STRIGEN, INC. (a Utah corporation) TID ACQUISITION CORP. (a Delaware corporation) TXAR 5.01(A) CORPORATION (a Texas not-for-profit corporation) by: /s/ XXXXX Xxxxxxx X. XXXXX Xxxxx ------------------------- Name: Xxxxx Xxxxxxx X. Xxxxx Title: Treasurer Vice President ROCKY MOUNTAIN PATHOLOGY, L.L.C. by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Manager AMERIPATH, LLC by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Manager API NO. 2, LLC by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Manager AMERIPATH INDIANA, LLC by: AMERIPATH, INC. (as Managing Member) by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer COLUMBUS PATHOLOGY ASSOCIATES by: CPA I, INC. (as General Partner) by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President NUCLEAR MEDICINE & PATHOLOGY ASSOCIATES by: XXXXXX X. XXXXXX, M.D., INC. (as General Partner) by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Vice President AMERIPATH TEXAS, LP by: AMERIPATH, LLC. (as General Partner) by: /s/ Xxxxxxx X. Xxxxx ------------------------- Name: Xxxxxxx X. Xxxxx Title: Manager The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC FIRST BOSTON LLC, as representative for the Initial Purchasers, By: /s/XXX XXXX Name/s/ Xxxxx X. Xxxxxx -------------------------- Name : Xxx Xxxx Xxxxx X. Xxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a A prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]until, 200, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ---------- (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act. SCHEDULE 1 SUBSIDIARY GUARANTORS

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY H&E EQUIPMENT SERVICES, INC. By: /s/ XXXXX XXXXXX X. XXXXX Name: Xxxxx Xxxxxx X. Xxxxx Title: Treasurer Chief Financial Officer GNE INVESTMENTS, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer GREAT NORTHERN EQUIPMENT, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E CALIFORNIA HOLDING, INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E EQUIPMENT SERVICES (CALIFORNIA), LLC By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E EQUIPMENT SERVICES (MID-ATLANTIC), INC. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer H&E FINANCE CORP. By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s//S/ XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Title: Director By: /s/ XXXXXXXXXXX XXXX Name: Xxxxx Xxxxx Xxxxxxxxxxx Xxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 2013, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits Issuers and the Guarantor hereby submit to the nonexclusive non-exclusive jurisdiction of the Federal federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyhereby that may be instituted in any such federal or state court or brought under federal or state securities laws. To the extent that either Issuer or the Company Guarantor may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchaser, the Issuers and the Company Guarantor in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY XXXX RENTAL LLC By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Treasurer XXXX FINANCE CORP. By: Name: Title: XXXX RENTAL, INC. By: Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuers have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuers have agreed that, for a period of 180 days after the Expiration Date, it they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20[•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuers will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuers 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 has Issuers have agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company and each Initial Purchaser submits to the nonexclusive jurisdiction of the Federal and State courts United States District Court located in the Borough of Manhattan in the City of Manhattan, New York York, in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company or any Initial Purchaser may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: North Shore Gas Company By /s/ XXXXX Xxxxxx X. XXXXX Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) Banc of America Securities LLC By: /s/XXX XXXX By /s/ Xxxxx X. Xxxxxxx Name: Xxx Xxxxx X. Xxxxxxx Title: Vice President U.S. Bancorp Xxxxx Xxxxxxx Inc. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX Annex A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” ANNEX " Annex B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” ANNEX " Annex C PLAN OF DISTRIBUTION Plan of Distribution Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]___________________, 200__, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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: __________________

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of or relating to this Agreement that may be instituted in or the transactions contemplated herebybrought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: LABORATORY CORPORATION OF AMERICA HOLDINGS By /s/ XXXXX Xxxxxxxx X. XXXXX Xxxxx --------------------------------------- Name: Xxxxx Xxxxxxxx X. Xxxxx Title: Treasurer Executive Vice President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC BANC OF AMERICA SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director UBS WARBURG LLC WACHOVIA SECURITIES, INC. SUNTRUST CAPITAL MARKETS, INC. U.S. BANCORP XXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX Credit Suisse First Boston LLC By /s/ Xxxxxxx X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX ----------------------------------- Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx X. Xxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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-broker- dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act."

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchaser and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS THE PEOPLES GAS LIGHT AND COKE COMPANY By: /s/ XXXXX By /S/ XXXXXXX X. XXXXX RASCHAU ---------------------------------------------- Name: Xxxxx Xxxxxxx X. Xxxxx Raschau ---------------------------------------- Title: Vice President and Assistant Treasurer --------------------------------------- The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX BANC ONE CAPITAL MARKETS, INC. By /S/ C. VICTOR MANNY ------------------------------- Name: Xxx Xxxx C. Victor Manny ---------------------------- Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director --------------------------- ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, each of the Company Best Buy Companies (i) submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of or relating to this Agreement Agreement, and (ii) agrees that service of process upon the Company shall be deemed in every respect effective service of process upon it in any such suit or the transactions contemplated herebyproceeding. To the extent that either of the Company Best Buy Companies may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it such Best Buy Company hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Best Buy Companies a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Purchasers and the Company Best Buy Companies in accordance with its terms. Very truly yoursBEST BUY CO., AMERICAN EXPRESS COMPANY INC. By: /s/ XXXXX XXXXXX X. XXXXX XXXXXXX Name: Xxxxx Xxxxxx X. Xxxxx Xxxxxxx Title: Senior Vice President—Finance, Treasurer, & Chief Financial Officer BEST BUY STORES, L.P. By: BBC Property Co., its General Partner By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President—Finance & Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES FIRST BOSTON CORPORATION BANC ONE CAPITAL MARKETS, INC. UBS WARBURG LLC SCOTIA CAPITAL (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director INC. TOKYO-MITSUBISHI INTERNATIONAL PLC U.S. BANCORP XXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXXCREDIT SUISSE FIRST BOSTON CORPORATION, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. for the Purchasers By: /s//s/ XXXXXX XXXXXXXXX By: /s/XXXX X. XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.QuickLinks

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement Agreement, submits to the nonexclusive jurisdiction of any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY H&E EQUIPMENT SERVICES, INC. By: /s/ XXXXX Xxxx X. XXXXX Xxxxxxxx Name: Xxxxx Xxxx X. Xxxxx Xxxxxxxx Title: Treasurer Chief Executive Officer GNE INVESTMENTS, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer GREAT NORTHERN EQUIPMENT, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer H&E CALIFORNIA HOLDING, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer H&E EQUIPMENT SERVICES (CALIFORNIA), LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer H&E EQUIPMENT SERVICES (MID-ATLANTIC), INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer [Registration Rights Agreement] H&E FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX /s/ Xxxx X. XXXXXXXXX, XX. Xxxxxx Name: Xxxx X. XxXxxxxxx, Xx. Xxxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Xxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 2017, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By Each of the execution and delivery of this Agreement, the Company parties hereto hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: NIAGARA ACQUISITION, INC. By /s/ XXXXX Xxxxxxx X. XXXXX Xxxx Name: Xxxxx Xxxxxxx X. Xxxxx Xxxx Title: Treasurer Vice President and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) FIRST BOSTON LLC By: /s/XXX XXXX /s/ Xxxxxx X. Xxxxx Name: Xxx Xxxx Xxxxxx X. Xxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, X.X. XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX /s/ Xxxxx X. XXXXX Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX /s/ Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxxx Title: Director SCHEDULE I Guarantors Name Jurisdiction of Incorporation Delpen Corporation Delaware PQ Systems Inc. Pennsylvania Commercial Research Associates, Inc. Pennsylvania Philadelphia Quartz Company Pennsylvania PQ Export Company Delaware PQ International, Inc. Pennsylvania PQ Asia Inc. Delaware Potters Industries Inc. New York PQ Holding, Inc. Delaware EXHIBIT A Counterpart to the Registration Rights Agreement [TO BE SIGNED BY PQ CORPORATION] The undersigned hereby agrees to assume and be bound by all of the obligations of Niagara Acquisition, Inc., a Delaware corporation, under the Registration Rights Agreement dated February 11, 2005, among Niagara Acquisition, Inc., the Guarantors named therein and the Initial Purchasers (as defined therein). For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 6(a) of the Registration Rights Agreement. Dated PQ CORPORATION By: Name: Title: Counterpart to the Registration Rights Agreement [TO BE SIGNED BY EACH GUARANTOR] The undersigned hereby agrees to be bound by all of the obligations of the Guarantors under the Registration Rights Agreement dated February 11, 2005, among Niagara Acquisition, Inc., the Guarantors named therein and the Initial Purchasers (as defined therein). For the avoidance of doubt, such obligations shall include, but not be limited to, the obligations enumerated in Section 6(a) of the Registration Rights Agreement. Dated Name of Company By: Name: Title: ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-market making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-market making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•[ • ], 2005, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 at 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts in the Borough of Manhattan in the City of New York Company, in any suit or proceeding arising out of or relating to this Agreement that may be instituted in any federal or state court in the transactions contemplated herebyState of New York or brought under federal or state securities laws, submits to the nonexclusive jurisdiction of any such court in any such suit or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Issuer in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: Sabine Pass Liquefaction, LLC /s/ XXXXX X. XXXXX Xxxxxx XxXxxxxx Name: Xxxxx X. Xxxxx Xxxxxx XxXxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) XXXXXX XXXXXXX & CO. LLC By: /s/XXX XXXX /s/ Xxxxxx Xxxx Name: Xxx Xxxxxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX Acting on behalf of itself and as representative of the Initial Purchasers SCHEDULE A Initial Purchasers Xxxxxx Xxxxxxx & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES Co. LLC Credit Suisse Securities (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI LLC RBC Capital Markets, LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Standard Chartered Bank SG Americas Securities, LLC X.X. Xxxxxx Securities LLC Mitsubishi UFJ SECURITIES Securities (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES Inc. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director Lloyds Securities Inc. Scotia Capital (USA) Inc. Santander Investment Securities Inc. Mizuho Securities USA Inc. ANNEX A Each broker-dealer that receives Exchange Securities 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 Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities 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 Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has Issuer and the Guarantors, if any, have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company Issuer and the Guarantors, if any, will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities 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 Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company Issuer and the Guarantors, if any, 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 has Issuer and the Guarantors, if any, have agreed to pay all reasonable expenses incident to the Registered Exchange Offer (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the The Company hereby submits to the nonexclusive non-exclusive jurisdiction of the Federal and State state courts in the Borough of Manhattan in the The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: JACUZZI BRANDS, INC. By /s/ XXXXX Xxxxxx X. XXXXX Xxxxx ---------------------------- Name: Xxxxx Xxxxxx X. Xxxxx Title: Treasurer Senior Vice President EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO By /s/ Xxxxxx X. Xxxxx ---------------------------- Name: Xxxxxx X. Xxxxx Title: Senior Vice President/ Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHFIRST BOSTON LLC, PIERCEas representative for the Initial Purchasers, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX By /s/ Xxxxx X. Xxxxxx Xx. -------------------------- Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xxxxxx Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchaser and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: The Peoples Gas Light and Coke Company By /s/ XXXXX Xxxxxxx X. XXXXX Ruschau_____________ Name: Xxxxx Xxxxxxx X. Xxxxx Ruschau_____________ Title: Vice President and Assistant Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Banc One Capital Markets, Inc. By /s/ C. Victor Manny______________ Name: Xxx Xxxx C. Victor Manny_____________ Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX Director____________ Annex A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” ANNEX " Annex B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “"Plan of Distribution.” ANNEX " Annex C PLAN OF DISTRIBUTION Plan of Distribution Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•]___________________, 200__, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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: _______________________

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the Federal and State courts any federal or state court in the Borough of Manhattan in the City State of New York in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY By: /s/ PEOPLES ENERGY CORPORATION By /S/ XXXXX X. XXXXX XXXXXXXX --------------------------------------------------- Name: Xxxxx XXXXX X. Xxxxx XXXXXXXX -------------------------------------------- Title: Treasurer CHIEF FINANCIAL OFFICER AND CONTROLLER -------------------------------------- The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHLLC, PIERCEABN AMRO INCORPORATED, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS BANC ONE CAPITAL MARKETS, INC. By: /s/XXXX X. XXXXXXXXX., XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC CREDIT LYONNAIS SECURITIES (USA) INC. ., LOOP CAPITAL MARKETS, C/O CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/XXXXX CREDIT SUISSE FIRST BOSTON CORPORATION As authorized agent for the Initial Purchasers By /S/ XXX X. XXXXX XXXXXXXXXX --------------------------------------------------- Name: Xxxxx XXX X. Xxxxx XXXXXXXXXX ------------------------------------------- Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director DIRECTOR ------------------------------------------ ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act."

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company and each Initial Purchaser submits to the nonexclusive jurisdiction of the Federal and State courts United States District Court located in the Borough of Manhattan in the City of Manhattan, New York York, in any suit or proceeding arising out of brought under federal or relating to this Agreement or the transactions contemplated herebystate securities laws. To the extent that the Company or any Initial Purchaser may acquire any immunity from jurisdiction of any such court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, AMERICAN EXPRESS THE PEOPLES GAS LIGHT AND COKE COMPANY By: /s/ XXXXX XXXXXX X. XXXXX Name: Xxxxx Xxxxxx X. Xxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE BANC OF AMERICA SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/By /s/ XXXXX X. XXXXX XXXXXXX Name: Xxxxx X. Xxxxx Xxxxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), U.S. BANCORP XXXXX XXXXXXX INC. By: /s/XXXXXXX XXXXX By /s/ XXXX XXXXXXXXX Name: Xxxxxxx Xxxxx Xxxx Xxxxxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities 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 Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], 200 ,all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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: 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 Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; 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 Securities Act.

SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. By the execution and delivery of this Agreement, the Company submits to the nonexclusive jurisdiction of the any Federal and State courts or state court in the Borough of Manhattan in the City State of New York in any such suit or proceeding arising out of or relating to this Agreement or the transactions contemplated herebyproceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Dealer Managers several Initial Purchasers and the Company in accordance with its terms. Very truly yours, AMERICAN EXPRESS COMPANY IXC COMMUNICATIONS, INC. By: /s/ XXXXX Stuaxx X. XXXXX Xxxxxxx ------------------------------------- Name: Xxxxx Stuaxx X. Xxxxx Xxxxxxx Title: Treasurer Vice President of Finance and Chief Accounting Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/XXX XXXX Name: Xxx Xxxx Title: Managing Director XXXXXXX LYNCHFIRST BOSTON CORPORATION MERRXXX XXXCH, PIERCE, XXXXXX FENNXX & XXXXX XMITX XXXORPORATED MORGXX XXXNLEY& CO. INCORPORATED NATIONSBANC MONTXXXXXX XXXURITIES LLC by CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/XXXXX XXXXX /s/ J. Petex Xxxxxxx ----------------------------------- Name: Xxxxx Xxxxx J. Petex Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/XXXX X. XXXXXXXXX, XX. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/XXXXXX XXXXXXXXX By: /s/XXXX XXXXXXX Name: Xxxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Title: Director HSBC SECURITIES (USA) INC. By: /s/XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Senior Vice President MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Managing Director UBS SECURITIES LLC By: /s/XXXXX XXXXXX By: /s/XXXXX XXXXX Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Managing Director Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Director 25 ANNEX A Each broker-dealer that receives Exchange Securities 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 Exchange SecuritiesNotes. 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 Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it 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 Exchange Securities Notes for its own account in exchange for SecuritiesNotes, where such Initial Securities 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 Exchange SecuritiesNotes. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [•], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the 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 Securities 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 or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities 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 Securities Act. For a period of 180 days after the Expiration Date the Company 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 has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION