Common use of The Securities Clause in Contracts

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement"), the Company proposes to issue and sell to the Initial Purchasers $75,000,000 aggregate principal amount of its 101/4% Senior Notes due 2012 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 115,000,000 aggregate principal amount of its 101/410.625% Senior Notes due 2012 2004 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") ----- --------- to be dated as of February 22May 15, 2002 among 1997 between the Issuers Company and The IBJ Xxxxxxxx Bank of New York& Trust Company, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount . ------- The Notes are being issued and sold in connection with the recapitalization of the 101/4 Senior Notes due 2012 Company (the "Original SecuritiesRecapitalization") were issued on February 22pursuant to a ---------------- Recapitalization Agreement dated December 18, 2002 1996 as amended by Amendment No. 1, dated May 16, 1997 (the Notes will form a single series with "Recapitalization Agreement"), by and among Xxxx -------------------------- Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and designees, if any (collectively, the Original Securities under "Purchasers"), and Toray Industries, Inc. and Toray Industries (America) Inc. (collectively, "Toray"), and Shimadzu Corporation ("Shimadzu") and the Indenture)Company. The Securities Recapitalization will be financed by: (i) the proceeds from the issuance of the Notes, (ii) consideration paid by the Purchasers to the Company in the amount of $20.0 million and (iii) the retention by Toray and Shimadzu of $15.0 million in equity securities of the Company. The Company will also enter into a senior secured bank financing pursuant to a credit agreement (the "Credit Agreement") among the Company, Bankers Trust ---------------- Company, as agent, and certain financial institutions party thereto in the form of a revolving credit facility for working capital and other corporate purposes in the amount of $30 million. The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in --- reliance on one or more exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated April 22, 1997 (the "Preliminary ----------- Memorandum") and a final offering memorandum dated April 23May 13, 2003 1997 (the "Final ---------- ----- Memorandum") ; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a "Memorandum"), each setting forth or including a ---------- description of the terms of the Offering, Notes and the terms of the Securitiesoffering, a description of the Issuers Recapitalization of the transactions contemplated thereby and hereby, a description of the Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights --------- ------------------- Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to --------- file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Securities ---------------------- and Exchange Commission (the "Commission") registering the Exchange Notes (as ---------- defined therein) or, in the Registration Rights Agreement) to be offered in exchange for certain cases, the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 350,000,000 aggregate principal amount of its 101/44.875% Senior Notes due 2012 2009, Series A (the "“Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"”). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "“Indenture"”) to be dated as of February 22January 23, 2002 among 2004 by and between the Issuers Company and The US Bank of New YorkTrust National Association, as trustee Trustee (the "“Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture”). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated January 15, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated April 23January 15, 2003 2004 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Any reference herein to the Initial Purchasers propose Preliminary Memorandum or the Final Memorandum shall be deemed to offer refer to and include the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 450,000,000 aggregate principal amount of its 101/49% Senior Notes due 2012 2010 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of " and, together with the Guarantors. The Notes and the Guarantees are collectively referred to herein as Notes, the "Securities")) by the Guarantors on a senior basis. The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22January 25, 2002 among by and between the Issuers Company and The Bank of New YorkU.S. Bank, N.A., as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated April 23January 17, 2003 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and the Guarantors and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights AgreementAgreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall Company and the Guarantors will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to Act. In connection with the resale sale of the Securities by certain holders thereof orSecurities, if applicablethe Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, relating to the resale of Private Exchange Notes guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as defined in amended, supplemented, modified, extended or restated from time to time, the Registration Rights "Senior Credit Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes").

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 200,000,000 aggregate principal amount of its 101/49.00% Senior Subordinated Notes due 2012 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsGuarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), to be dated as of February 2218, 2002 2004, among the Issuers Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"), pursuant . The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (collectively as the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). ." The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated January 26, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated April 23February 6, 2003 2004 (the "Final Memorandum") ; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers Company and the Guarantors understand that the Initial Purchasers propose Purchaser proposes to offer make an offering of the Securities (the "Offering") Notes only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem Purchaser deems advisable (after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, 144A and (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights AgreementAgreement to be dated as of February 18, substantially in 2004 among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Issuers shall agreehave agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Securities Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers Purchaser pursuant to an exchange of the Securities Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company's parent, Affinity Group Holding, Inc. ("XXXX") (i) commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding 11% Senior Notes due 2007 (the "XXXX Notes") and (ii) concurrently therewith initiated a consent solicitation relating to the adoption of certain proposed amendments to the indenture, dated as of April 2, 1997, under which the XXXX Notes were issued. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities simultaneously with the amendment of the Company's senior credit facility (the "Amendment"), allowing for, among other things, the issuance and sale of the Securities and permitting (i) the distribution of the proceeds thereof to XXXX to fund the Tender Offer and the repurchase or redemption of any XXXX Notes that remain outstanding after the completion of the Tender Offer and (ii) the distribution by the Company of a dividend to its principal stockholder in the amount of $60.0 million (the "Transactions") (the Amendment and each other agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as the "Transaction Documents"). Following the Transactions, the Company shall merge with XXXX and the Company shall remain as the surviving entity of that merger.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 177,000,000 aggregate principal amount of its 101/411-5/8% Senior Notes due 2012 2007, Series A (the "NotesNOTES"). The Notes will be unconditionally guaranteed (collectively, collectively the "GuaranteesGUARANTEES") on a senior subordinated basis by each of the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). SECURITIES." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "IndentureINDENTURE") to be dated as of February 2220, 2002 by and among the Issuers Company, the Subsidiary Guarantors and The Bank of New York, as trustee Trustee (the "TrusteeTRUSTEE"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated January 31, 2002 (the "PRELIMINARY MEMORANDUM") -3- and a final offering memorandum dated April 23February 14, 2003 2002 (the "MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MEMORANDUM") setting forth or including a description of the terms of the OfferingNotes, the terms of the offering of the Securities, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers shall agreeCompany and the Subsidiary Guarantors have agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to Act. Concurrently with the resale offering of the Securities by Notes, the Company and the Subsidiary Guarantors will enter into a credit agreement (the "CREDIT AGREEMENT") with The Bank of Nova Scotia, as administrative agent, and certain holders thereof or, if applicable, relating to lenders thereto whereby the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesCompany will have available a $40 million revolving credit facility.

The Securities. Subject to the terms and conditions contained in this agreement herein contained, (this "Agreement"), i) the Company proposes to issue and sell to the Initial Purchasers Purchaser 105,000 Units (the "Units") representing $75,000,000 105,000,000 aggregate principal amount of its 101/412% Senior Notes due 2012 2007 (collectively, where context permits, with the Senior Guarantees defined below, the "Notes") and Appreciation Notes due 2007 (the "Appreciation Notes"). The Units, the Notes and the Appreciation Notes are referred to herein collectively as the "Securities". The Units are to be issued under a Unit Agreement (as defined below). The Notes will be guaranteed (collectivelythe "Senior Guarantees") by each of the Guarantors on a senior basis. The Appreciation Notes will be guaranteed (the "Appreciation Note Guarantee" and collectively with the Senior Guarantees, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities")Guarantors on a subordinated basis. The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22the Closing Date (as defined in Section 3 below), 2002 by and among the Issuers Company, the Guarantors and The Bank United States Trust Company of New York, as trustee (the "Trustee"), pursuant . The Appreciation Notes are to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 be issued under an indenture (the "Original SecuritiesAppreciation Notes Indenture") were issued on February 22to be dated as of the Closing Date by and among the Company, 2002 the Guarantors and United States Trust Company of New York, as trustee (the "Appreciation Notes will form a single series with the Original Securities under the IndentureTrustee"). The Securities Units will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated December 3, 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated April 23December 22, 2003 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as the "Memorandum") setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if anySecurities. The Issuers understand that Company, the Guarantors and the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Purchaser will be entitled to the benefits of enter into a Registration Rights Agreement, Agreement in substantially in the form attached hereto as Exhibit A hereto (the "Registration Rights Agreement")) prior to or concurrently with the issuance of the Notes. Pursuant to the Registration Rights Agreement, pursuant to which under the Issuers shall agreecircumstances and the terms set forth therein, among other things, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission") ): (i) a registration statement on Form S-4 (the "Exchange Offer Registration Statement") relating to the a registered Exchange Notes Offer (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or under the Act to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that such notes will not contain restrictions on transfer that would be registered under the Act (the "Exchange Notes"); or (ii) if alternatively, in the event that applicable interpretations of the Commission do not permit the Company and the Guarantors to effect the extent required by Exchange Offer or do not permit any holder (who is otherwise able to make the representations set forth in the Registration Rights AgreementAgreement and acquire the Exchange Notes) of the Notes to participate in the Exchange Offer, a shelf registration statement pursuant (the "Shelf Registration Statement") to Rule 415 cover resales of Notes by such holders who satisfy certain conditions relating to and including the provision of information in connection with the Shelf Registration Statement. The Company, the Guarantors and the Initial Purchaser will enter into an Appreciation Notes Registration Rights Agreement in substantially the form attached as Exhibit B hereto (the "Appreciation Notes Registration Rights Agreement") prior to or concurrently with the issuance of the Appreciation Notes. Pursuant to the Appreciation Notes Registration Rights Agreement, under the Act circumstances and the terms set forth therein, the Company and the Guarantors will agree to file with the Commission: (i) a registration statement on Form S-4 (the "Appreciation Notes Exchange Offer Registration Statement") relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private a registered Appreciation Notes Exchange Notes Offer (as defined in the Appreciation Notes Registration Rights Agreement) for the Appreciation Notes under the Act to offer to the holders of the Issuers Appreciation Notes the opportunity to exchange their Appreciation Notes for an issue of notes substantially identical to the Appreciation Notes (except that such notes will not contain restrictions on transfer) that would be registered under the Act (the "Appreciation Exchange Notes"); or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company and the Guarantors to effect the Appreciation Notes Exchange Offer or do not permit any holder (who is otherwise able to make the representations set forth in the Appreciation Notes Registration Rights Agreement and acquire the Appreciation Exchange Notes) of the Appreciation Notes to participate in the Appreciation Notes Exchange Offer, a shelf registration statement (the "Appreciation Notes Shelf Registration Statement") to cover resales of Appreciation Notes by such holders who satisfy certain conditions relating to and including the Initial Purchasers pursuant to an exchange provision of information in connection with the Appreciation Notes Shelf Registration Statement. The Company and the Guarantors will enter into a unit agreement (the "Unit Agreement") dated as of the Securities for Private Exchange NotesClosing Date, with United States Trust Company of New York, as unit agent (the "Unit Agent").

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 (euro)285,000,000 aggregate principal amount of its 101/48 7/8% Senior Secured Notes due 2012 2009, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22June 28, 2002 among by and between the Issuers Company and The Bank of New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated June 6, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated April 23June 19, 2003 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A C (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Initial Purchasers and their direct and indirect transferees of the Notes will also be entitled to the benefits, and otherwise subject to the terms, of the Security Documents (as to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights AgreementIndenture) pursuant to which the Company has agreed, among other things, to grant a senior security interest in the Collateral (as to be defined in the Indenture), subject to certain exceptions and otherwise in accordance with the terms of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesIndenture.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 152,000,000 aggregate principal amount of its 101/411 3/4% Senior Notes due 2012 (the "“Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"”). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "“Indenture"”) to be dated as of February 22May 14, 2002 among 2004 by and between the Issuers Company and The Bank of New York, as trustee Trustee (the "“Trustee"”). The Notes are being sold in connection with the acquisition (the “Acquisition”) to be consummated pursuant to the Stock Purchase Agreement dated May 14, 2004 (the “Acquisition Agreement”) by and among the Company, the Company’s parent, LD Holdings, Inc. (“Holdings”), the Employee Stock Ownership Plan and Trust for the Employees of Lazydays (the “ESOP”) and certain other stockholders of Holdings and RV Acquisition, Inc., (“RV Acquisition”), a newly formed holding company owned by an affiliate of Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc. (“BRS”), pursuant to which $260,000,000 aggregate principal amount RV Acquisition has agreed to acquire all of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture)Holdings’ outstanding capital stock. The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated April 27, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated April 23May 12, 2003 2004 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 200,000,000 aggregate principal amount of its 101/48-3/4% Senior Subordinated Notes due 2012 2007, Series A (the "Notes" and, together with the guarantee of each Guarantor (the "Guarantee"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22June 24, 2002 1997 by and among the Issuers Company, the Guarantors and The Bank U.S. Trust Company of New YorkTexas, N.A., as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a final offering memorandum dated April 23June 18, 2003 1997 (the "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein (i) a registration statement (the "Registration Statement") under the Act relating to the Company's 8-3/4% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes (as defined in the Registration Rights Agreement) Notes"), to be offered in exchange for the Notes and/or or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) debt securities of the Issuers Company substantially identical to the Exchange Notes (the "Private Exchange Notes") by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 500,000,000 aggregate principal amount of its 101/48 7/8% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsSubsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), dated as of February 22June 23, 2002 1997, among the Issuers and Company, The Bank of New York, a New York banking corporation, as trustee (the "Trustee"), pursuant and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (collectively as the "Original Securities") were issued on February 22, 2002 (the ." The Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Commission promulgated thereunder, the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated June 10, 1997 (including the documents incorporated by reference therein, the "Preliminary Memorandum"), and a final offering memorandum dated April 23June 17, 2003 1997 (including the documents incorporated by reference therein, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") each setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers Company and the Subsidiary Guarantors understand that the Initial Purchasers propose to offer make an offering of the Securities (the "Offering") Notes only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (7) under Regulation D of the Act in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A Agreement (the "Registration Rights Agreement"), dated as of June 17, 1997 among the parties hereto pursuant to which the Issuers shall agreehave agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Securities and Exchange Commission (the "Commission") registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities Notes, by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company SDI Acquisition proposes to issue and sell to the Initial Purchasers $75,000,000 100,000,000 aggregate principal amount of its 101/411 3/8% Senior Subordinated Notes due 2012 2008 (the "Notes"). The Notes will be guaranteed are being sold in connection with the recapitalization (collectivelythe "Recapitalization") of Special Devices, Incorporated, a Delaware corporation (the "Company"), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of June 19, 1998 by and between the Company and SDI Acquisition (as amended through the date hereof and together with all ancillary agreements entered into in connection therewith, the "GuaranteesRecapitalization Agreement"). The Recapitalization Agreement provides for the merger (the "Merger") of SDI Acquisition with and into the Company with the Company surviving the Merger. The time of the consummation of the Recapitalization and the Merger is referred to herein as the "Effective Time." The Recapitalization will be financed with the proceeds of (i) a new credit facility consisting of a revolving credit facility in the amount of $25.0 million and a $70.0 million senior term loan provided under a Credit Agreement, dated as of the Closing Date (as defined in Section 3 below), among SDI Acquisition, Bankers Trust Company, as lead arranger and administrative agent, and the other lending institutions party thereto (the "Credit Agreement"); (ii) the issuance of Notes; and (iii) an equity contribution of approximately $127.8 million in the aggregate consisting of (a) $74.0 million contributed by the New Investor Group (as defined in the Final Memorandum) and (b) $53.8 million from the Equity Rollover (as defined in the Final 2 Memorandum) by the Continuing Shareholders (as defined in the Final Memorandum). The Recapitalization and items (i), (ii) and (iii) above are sometimes collectively referred to herein as the "Transactions" and the Recapitalization Agreement and the Credit Agreement are sometimes collectively referred to herein as the "Other Transaction Documents." Immediately after the Effective Time, the Company and the Guarantor (as defined below) will execute an assumption agreement (the "Assumption Agreement"), substantially in the form attached hereto as Exhibit A, pursuant to which (i) the Company, as survivor of the Merger, will assume all of the obligations of SDI Acquisition under this Agreement, and Scot, Xxc., a Delaware corporation and a wholly owned subsidiary of the Company (the "Guarantor"), will become a party to this Agreement and unconditionally guarantee the Notes (the "Guarantee") on a an unsecured, senior subordinated basis by each and (ii) the Company, as the surviving corporation in the Merger, will assume all of the Guarantorsobligations of SDI Acquisition under the Registration Rights Agreement by and among SDI Acquisition and the Initial Purchasers, dated as of the Closing Date, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), and Scot, Xxc. will become a party to the Registration Rights Agreement. The Notes and the Guarantees Guarantee are collectively referred to herein as the "Securities"). ." The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22December 15, 2002 among the Issuers 1998 by and The Bank between SDI Acquisition and United States Trust Company of New York, a New York banking corporation, as trustee (the "Trustee"). Immediately after the Effective Time, pursuant the Company, the Guarantor and the Trustee will enter into a first supplemental indenture to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 Indenture (the "Original SecuritiesFirst Supplemental Indenture") were issued on February 22providing for the express assumption by the Company, 2002 (as survivor of the Merger, of the covenants, agreements and undertakings of SDI Acquisition in the Indenture and under the Notes, and the guarantee of the Notes by the Guarantor. The Company and the Guarantor will form a single series issue the Securities pursuant to the First Supplemental Indenture. References to this Agreement as of and after the Effective Time will refer to this Agreement together with the Original Securities under Assumption Agreement, references to the Indenture as of and after the Effective Time will refer to the Indenture and the First Supplemental Indenture), and references to the Registration Rights Agreement as of and after the Effective Time will refer to the Registration Rights Agreement together with the Assumption Agreement. The Securities Notes will be offered and sold to the Initial Purchasers (the "Offering") without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, SDI Acquisition has prepared a preliminary offering memorandum dated November 25, 1998 (the Issuers have prepared "Preliminary Memorandum"), and a final offering memorandum dated April 23December 11, 2003 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and its Subsidiary (as defined in Section 2(b) below) and any material developments relating to the Issuers Company or its Subsidiary occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement"), herein the Company proposes to issue and sell to the Initial Purchasers $75,000,000 60,000,000 aggregate principal amount of its 101/4% Floating Rate Convertible Senior Subordinated Notes due 2012 2013 (the "Notes"“Firm Securities”). The Company also proposes to issue and sell to the Initial Purchasers at Deutsche Bank Securities Inc.’s option an additional $9,000,000 aggregate principal amount of its Floating Rate Convertible Senior Subordinated Notes will be guaranteed due 2013 (collectivelythe “Option Securities” and together with the Firm Securities, the "Guarantees"“Securities”) on a senior subordinated basis by each as set forth below. The Securities are convertible into shares of common stock, par value $0.01 per share, of the GuarantorsCompany (the “Common Stock”). The Notes and shares of Common Stock into which the Guarantees Securities may be convertible are collectively referred to herein as the "“Underlying Securities"). .” The Notes Securities are to be issued as "additional notes" pursuant to the terms of an indenture (the "Indenture") Indenture dated as of February 22March 18, 2002 among 2005, between the Issuers Company and The Bank of New YorkSunTrust Bank, as trustee Trustee (the "“Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture”). The sale of the Securities and the Underlying Securities will be offered and sold to the Initial Purchasers made without being registered registration under the United States Securities Act of 1933, as amended (the "“Securities Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended registration requirements of the Securities Act. As the Initial Purchasers, you have advised the Company that you will offer and restated intercompany loan sell the Securities purchased by you hereunder (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, “Offering”) in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., accordance with Section 4 hereof as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis soon as the Guaranteesyou deem advisable. In connection with the sale of the SecuritiesOffering, the Issuers have Company has prepared a final offering memorandum memorandum, dated April 23March 15, 2003 2005 (the "“Final Memorandum") setting ”). The Final Memorandum sets forth or including a description certain information regarding the Company, the Securities and the Underlying Securities. The Company hereby confirms that it has authorized the use of the Final Memorandum, and any amendment or supplement thereto, in connection with the Offering by the Initial Purchasers. Unless stated to the contrary, all references herein to the Final Memorandum are to the Final Memorandum at the date thereof and are not meant to include any amendment or supplement, or any information incorporated by reference therein subsequent to the date thereof and any references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Memorandum shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of the Final Memorandum which is incorporated by reference therein. The term “Memorandum” refers to the Final Memorandum. Concurrently with the Offering, the terms Company is also separately offering $290,000,000 in aggregate principal amount of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities 10-1/2% Senior Secured Notes due 2013 (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"“Senior Notes”). The Initial Purchasers and their direct and indirect transferees proceeds of the Senior Notes offering along with the proceeds from the sale of the Securities will be entitled used as described in the Final Memorandum under the heading “Use of Proceeds.” In connection with the Offering, the Company also proposes to the benefits of enter into a Registration Rights Agreement, substantially in to be dated as of the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes Closing Date (as defined in Section 3(a) below), between the Company and the Initial Purchasers (the “Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale ”). In consideration of the Securities by certain holders thereof or, if applicable, relating to mutual agreements contained herein and of the resale interests of Private Exchange Notes (as defined the parties in the Registration Rights Agreement) of transactions contemplated hereby, the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.parties hereto agree as follows:

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 250,000,000 aggregate principal amount of its 101/412% Senior Subordinated Notes due 2012 2010, Series A (the "Notes"). The Notes will be unconditionally guaranteed ----- (collectively, collectively the "Guarantees") on a senior subordinated basis by each of the ---------- Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture ---------- (the "Indenture") to be dated as of February 22July 21, 2002 2000 by and among the Issuers Company, the --------- Subsidiary Guarantors and The Bank of New YorkBankers Trust Company, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). ------- The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. --- In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated June 26, 2000 (the "Preliminary Memorandum") and a final offering memorandum ---------------------- dated April 23July 18, 2003 2000 (the "Final Memorandum"; the Preliminary Memorandum and the ---------------- Final Memorandum each herein being referred to as a "Memorandum") setting forth ---------- or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the --------- "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany and the ----------------------------- Subsidiary Guarantors have agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Securities and Exchange ---------------------- Commission (the "Commission") registering the Notes or the Exchange Notes (as ---------- defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 242,500,000 aggregate principal amount at maturity of its 101/4% Senior Notes due 2012 Discount Notes, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 2220, 2002 among 1998 by and between the Issuers Company and The Bank United States Trust Company of New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated January 27, 1998 (the "Preliminary Memorandum") and a final offering memorandum dated April 23February 13, 2003 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Notes are being issued in connection with the consummation of the transactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the "Stock Purchase Agreement") among Tidewater, Inc. ("Tidewater") and the Company, pursuant to be offered in exchange which the Company will acquire 100% of the voting securities of Tidewater Compression Service, Inc. from Tidewater (the "Acquisition") for a purchase price of $360 million (the "Purchase Price"). The Company will fund the Purchase Price with (i) the gross proceeds of the Notes and/or offered hereby; (ii) if an aggregate equity contribution of $105 million (the "Equity Contribution") from Universal Compression Holdings, Inc. ("Holdings"), the Company's parent, derived from an $81 million cash contribution from Xxxxxx Xxxxxx Partners III, L.P. ("CHP") (which organized both the Company and Holdings and is the controlling stockholder of Holdings) and other parties to Holdings (the "Cash Contribution") and $24 million net proceeds from the issuance of the Holdings senior discount notes due 2009 ("Holdings Notes"); and (iii) a Term Loan Credit Facility of $75 million and a Revolving Credit Facility of $85 million ($38 million of which will be drawn at the closing of the Acquisition), each with Bankers Trust Company, as agent, and other lending institutions (the "Credit Agreement"). Immediately following the issuance of the Notes and the completion of the Acquisition, the Company will be merged (the "Merger") pursuant to a Merger Agreement (the "Merger Agreement") with and into Tidewater Compression Service, Inc., which will change its name to Universal Compression, Inc. The Stock Purchase Agreement, the Credit Agreement and the Merger Agreement are collectively referred to herein as the "Transaction Documents". All references in this Agreement to the extent required by the Registration Rights Agreement"Company" mean Universal Compression, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.Inc.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 250,000,000 aggregate principal amount of its 101/48 1/4% Senior Subordinated Notes due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsSubsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), to be dated as of February 22December 14, 2002 1998, among the Issuers and Company, The Bank of New York, a New York corporation, as trustee (the "Trustee"), pursuant and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount collectively as the "Securities." The sale of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers (the "Offering") will be made without being registered registration of the Securities under the United States Securities Act of 1933, as amended (the "Act")) and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. The Company Holders of the Securities will loan have the proceeds from benefits of a Registration Rights Agreement to be dated as of December 14, 1998 among the Offering (as defined) to Bluewater Holding pursuant to an amended Issuers and restated intercompany loan the Initial Purchasers (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Registration Rights Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a final an offering memorandum dated April 23December 7, 2003 1998 (including information incorporated by reference therein, the "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the SecuritiesOffering, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Securities are being issued and sold in connection with the Initial Purchasers propose to offer repayment of certain indebtedness outstanding under the Securities Company's senior secured loan facility (as amended, the "OfferingAmended Credit Agreement") on among the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the ActCompany, Canadian Imperial Bank of Commerce, as such rule may be amended from time to time ("Rule 144A")administrative agent, in transactions under Rule 144AMerrxxx Xxxital Corporation, as documentation agent, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")other financial institutions party thereto, as lenders. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights This Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement")Securities, pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for ), the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of ), the Issuers substantially identical Registration Rights Agreement and the Indenture are herein collectively referred to as the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes"Offering Documents."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 50,000,000 aggregate principal amount of its 101/47% Senior Notes due 2012 2014 (the "“Notes"”). The Notes will be unconditionally guaranteed (collectively, the "“Guarantees"”) on a senior subordinated basis by each of the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "“Securities"). .” The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "“Indenture"”) dated as of February March 22, 2002 2004 by and among the Issuers Company, the Subsidiary Guarantors and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "“Trustee"”), pursuant as amended by the First Supplemental Indenture dated as of July 20, 2004, the Second Supplemental Indenture dated as of November 5, 2004 and the Third Supplemental Indenture to which $260,000,000 aggregate principal amount of be dated on or prior to the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture)Closing Date. The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated November 28, 2005 (the “Preliminary Memorandum”) and a final offering memorandum dated April 23November 28, 2003 2005 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Any reference herein to the Initial Purchasers propose Preliminary Memorandum or the Final Memorandum shall be deemed to offer refer to and include the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Issuers shall agreeCompany and the Subsidiary Guarantors have agreed, among other things, to use their best efforts to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $75,000,000 100,000,000 aggregate principal amount of its 101/4the Issuer's 11 1/2% Senior Subordinated Notes due 2012 2007 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Issuer's subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") dated the Closing Date (as of February 22, 2002 defined below) by and among the Issuers Issuer, the Guarantors and The Bank of New YorkBankers Trust Company, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers you without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds therefrom and pursuant to exemptions from the Offering prospectus and registration requirements of the Securities Act (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"Nova Scotia). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Issuer has prepared a preliminary offering memorandum dated October 30, 1997 (the "Preliminary Memorandum") and a final offering memorandum dated April 23November 14, 2003 1997 (the "Final 2 Memorandum," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Issuer and the Guarantors and any material developments relating to the Issuers Issuer and the Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 100,000,000 aggregate principal amount of its 101/49 3/8% Senior Notes due 2012 2006 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22October 15, 2002 1996 by and among the Issuers Company, the Guarantors and The Bank of New YorkWilmington Trust Company, as trustee Trustee (the "Trustee"). The Company and CPG Acquisition Company ("Merger Sub"), have entered into a Merger Agreement (the "Merger Agreement") dated as of August 28, 1996, pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 Merger Sub will be merged (the "Original SecuritiesMerger") were issued on February 22with and into CPG Investors Inc., 2002 a Delaware corporation ("CPG"). The Company has entered into a Stock Purchase Agreement (the Notes will form "Stock Purchase Agreement") dated as of August 28, 1996, pursuant to which the Company has agreed to purchase all of the outstanding capital stock of Arcon Holdings Corp., a single series with the Original Securities under the IndentureDelaware corporation ("Arcon"). The acquisition of the outstanding capital stock of Arcon and the Merger are referred to herein together as the "Acquisitions." The Merger Agreement and the Stock Purchase Agreement are referred to herein together as the "Acquisition Agreements." The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated September 19, 1996 (the "Preliminary Memorandum"), a preliminary offering memorandum supplement dated October 2, 1996 (the "Supplement") and a final offering memorandum dated April 23October 4, 2003 1996 (the "Final Memorandum"; the Preliminary Memorandum, the Supplement and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company, CPG, Arcon and their respective subsidiaries and any material developments relating to the Issuers Company, CPG, Arcon and their respective subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreehave agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 related guarantees under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 158,088,000 aggregate principal amount at maturity of its 101/4113/4% Senior Discount Notes due 2012 2006 (the "Notes"). The obligations of the Company under the Indenture (defined below) and the Notes will be unconditionally guaranteed on a senior unsecured basis (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsGuarantor. The Notes and the Guarantees are collectively referred to herein as be issued pursuant to the Indenture (the "SecuritiesIndenture"), dated as of July 27, 1998 among the Company, the Guarantors and Wilmington Trust Company, as trustee (the " Trustee"). The Notes and the Guarantees are hereinafter referred to be issued collectively as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and Securities." The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated July 2, 1998 (the "Preliminary Memorandum") and a final offering memorandum dated April 23July 22, 2003 1998 (including the documents annexed thereto, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") ), each setting forth or including a description of the terms of the OfferingSecurities, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in any Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is included in any Memorandum. The Issuers Company and the Guarantors understand that the Initial Purchasers propose to offer make an offering of the Securities (the "Offering") Notes only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially Agreement dated as of the Closing Date (as defined in Section 3 below) among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Issuers shall agreehave agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Commission registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Securities Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents".

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 125,000,000 aggregate principal amount of its 101/45.25% Senior Notes due 2012 2022 (the "“New Notes"”). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The New Notes are to be issued as "additional notes" pursuant to an under that certain indenture (the "“Indenture"”) dated as of February 2227, 2002 2014 by and among the Issuers Company, the Guarantors and The Bank of New YorkXxxxx Fargo Bank, National Association, as trustee Trustee (the "“Trustee"”), pursuant to which $260,000,000 aggregate principal amount . The New Notes will have the benefit of the 101/4 Senior Notes due 2012 guarantees (the "Original Securities") were issued on February 22“Guarantees” and, 2002 (the Notes will form a single series together with the Original Securities under New Notes, the “Securities”) provided for in the Indenture). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan has previously issued $600,000,000 in aggregate principal amount of their 5.25% Senior Notes due 2022 under the proceeds from Indenture (the Offering “Existing Notes”). The New Notes offered by the Company pursuant to this Purchase Agreement constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined) to Bluewater Holding defined below), the New Notes offered by the Company pursuant to an amended this Purchase Agreement will rate equally with, and restated intercompany loan (will have identical terms to, the "Intercompany Loan"). Bluewater Holding Existing Notes and will use these loan proceeds to temporarily repay, in part, borrowings be treated as a single class of notes for all purposes under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the GuaranteesIndenture. In connection with the sale of the Securities, the Issuers have Company has prepared a final preliminary offering memorandum dated April 23May 13, 2003 2016 (including the "information incorporated by reference therein, the “Preliminary Memorandum"”) setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein. As used herein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.“Pricing Disclosure Pack-

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein -------------- contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $75,000,000 100,000,000 aggregate principal amount of its 101/4their 8-7/8% Senior Secured Notes due 2012 2008, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture dated as ----- of February 9, 2001, as supplemented by a First Supplemental Indenture dated September 11, 2001 (the "Indenture") dated as of February 22, 2002 by and among the Issuers and The Bank of --------- New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior . ------- The Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in --- reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers and Universal Compression, Inc., a Texas corporation (the "Company"), have prepared a final an ------- offering memorandum dated April 23, 2003 the date hereof (the "Memorandum") setting forth or ---------- including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Issuers, the Company and any material developments relating to the Issuers and the Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights --------- ------------------- Agreement"), pursuant to which the Issuers shall agreeIssuers, the Company and Universal --------- Compression Holdings, Inc., a Delaware corporation ("UCH"), have agreed, among other things, to file a registration statement (the "Registration Statement") ---------------------- with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to ---------- Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered under the Act. The Notes are being issued in exchange for connection with (i) BRL borrowing approximately $18,300,000 (the Notes and/or "BRL Term Loan") under the Tranche B Loan ------------- Agreement (as amended, the "BRL Term Loan Agreement") and (ii) if and the issuance by ----------------------- BRL of limited partnership interests (the "Partnership Contribution") for ------------------------ aggregate consideration of $3,737,500 pursuant to Amendment No. 2 to the extent required by First Amended and Restated Agreement of Limited Partnership of BRL Universal Equipment 2001 A, L.P. (the Registration Rights "Partnership Agreement"). BRL will apply the proceeds from --------------------- the issuance of the Notes, a shelf registration statement pursuant the BRL Term Loan and the Partnership Contribution to Rule 415 under acquire at least $122,000,000 of appraised value of domestic gas compression equipment (the Act relating "Equipment") from the Company. Contemporaneously with the --------- acquisition of the Equipment, BRL will lease the Equipment to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers Company pursuant to an exchange of Equipment Lease Agreement dated February 9, 2001, as amended by a First Amendment to Equipment Lease Agreement dated October 15, 2001 (the Securities for Private Exchange Notes"Lease"), between BRL and the Company and also enter into a First Amended and Restated Participation Agreement (the "Participation Agreement"), dated October ----------------------- 15, 2001, among BRL, the Company, the Trustee and the other parties thereto. The BRL Term Loan Agreement, the Partnership Agreement, the Lease and the Participation Agreement are collectively referred to herein as the "Transaction ----------- Documents." ---------

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 100,000,000 aggregate principal amount of its 101/49-7/8% Senior Notes due 2012 2008 (the "Notes"). The obligations of the Company under the Indenture (defined below) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsGuarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), dated as of February 22June 8, 2002 1998 among the Issuers Company, the Guarantors and The the Bank of New York, as trustee (the "Trustee"), pursuant . The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (collectively as the "Original Securities") were issued on February 22, 2002 (the ." The Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated May 11, 1998 (including the documents annexed thereto, the "Preliminary Memorandum") and a final offering memorandum dated April 23June 3, 2003 1998 (including the documents annexed thereto, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") ), each setting forth or including a description of the terms of the OfferingSecurities, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in any Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and in any Memorandum. The Issuers Company and the Guarantors understand that the Initial Purchasers propose Purchaser proposes to offer make an offering of the Securities (the "Offering") Notes only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem Purchaser deems advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Securities Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights AgreementAgreement dated as of June 8, substantially in 1998 among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Issuers shall agreehave agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Commission registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Securities Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers Purchaser pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The Issuers propose to issue the Securities contemporaneously with (i) the repayment of $62.7 million of indebtedness outstanding at March 31, 1998 under the Credit Agreement, dated as of August 16, 1994, by and between the Company's and certain of its subsidiaries and Mellon Bank, N.A., as agent, and the lenders named therein, as amended (the "Existing Credit Facility"), (ii) the repayment of an $11.0 million note issued to the seller as partial consideration of the Company's acquisition of the Company's Fork Creek reserves (the "Fork Creek Note"), (iii) the repayment of $1.4 million of certain other indebtedness of the Company or its subsidiaries, and (iv) the redemption for $3.0 million of outstanding warrants (the "Bank Warrants") to purchase the Company's common stock issued to the lenders in connection with an amendment to the Existing Credit Facility (collectively, the "Transactions"). The Existing Credit Facility, Fork Creek Note, documents governing the indebtedness referred to in clause (iii) of the preceding sentence, the letter dated May 11, 1998 among the Company and holders of the Bank Warrants regarding valuation of the Bank Warrants and the New Credit Facility (defined below) shall be referred to herein as the "Transaction Documents". In addition, concurrently with the issuance of the Securities the Company and certain of its subsidiaries will enter into a revolving credit facility (the "New Credit Facility") with Mellon Bank, N.A. and Canadian Imperial Bank of Commerce, as agents, providing for an aggregate amount of borrowings of up to $40 million.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $75,000,000 115,000,000 aggregate principal amount of its 101/48-7/8% Senior Notes due 2012 2005 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the GuarantorsParent and on a senior basis by the Subsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22August 1, 2002 1997 by and among the Issuers Issuer, the Guarantors and The Bank of New YorkCrestar Bank, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount . All of the 101/4 Senior Notes due 2012 issued and outstanding capital stock of the Issuer and the Subsidiary Guarantor will be pledged by the Company to the Trustee for the benefit of holders of the Notes. On or prior to the Closing Date (as defined below), the Issuer will execute a new credit facility with a commitment of not less than $170 million among the Issuer and two of its subsidiaries, as borrowers, Deutsche Bank A.G. as agent and Bankers Trust Commercial Corporation as co-agent (the "Original SecuritiesGlobal Bank Facility") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers Issuer and the Guarantors have prepared a preliminary offering memorandum dated July 10, 1997 (the "Preliminary Memorandum"), and a final offering memorandum dated April 23July 25, 2003 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Global Bank Facility, a description of the Issuer and the Guarantors and any material developments development relating to the Issuers Issuer and the Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers Issuer and the Guarantors understand that the Initial Purchasers propose to offer make an offering of the Securities (the "Offering") Notes only on the terms and in the manner set forth in the Final Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of other institutional "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) and (7) under Regulation D of the Act in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Act. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in Agreement to be dated as of the form attached hereto Closing Date (as Exhibit A defined) (the "Registration Rights Agreement"), pursuant to which the Issuers shall Issuer and the Guarantors will agree, among other things, (i) to file with the Securities and Exchange Commission (the "Commission") (i) ), under the circumstances set forth therein, a registration statement under the Act (the "Exchange Offer Registration Statement") ), relating to Senior Notes due 2005 of the Issuer (the "Exchange Notes (as defined in the Registration Rights AgreementNotes") to be offered in exchange (the "Exchange Offer") for the Notes and/or Notes, (ii) if as and to the extent required by the Registration Rights Agreement, to file with the Commission a shelf registration statement pursuant to Rule 415 under the Act relating to (the resale of "Shelf Registration Statement" and, together with the Securities by certain holders thereof orExchange Offer Registration Statement, if applicablethe "Registration Statements"), relating to the resale by certain holders of the Notes, and to use its best efforts to cause such Registration Statements to be declared effective and (iii) to issue and deliver Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical pursuant to the Private Exchange (as defined in the Registration Rights Agreement) to any Initial Purchaser holding Notes by having the Initial Purchasers pursuant to status of an exchange of unsold allotment. This Purchase Agreement (this "Agreement"), the Securities for Notes, the Guarantees, the Exchange Notes, the Private Exchange Notes, the Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the "Operative Documents."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 150,000,000 aggregate principal amount of its 101/410% Senior Subordinated Notes due 2012 2008 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22July 31, 2002 1998 by and among the Issuers Company, each of the Guarantors party thereto from time to time, and The Norwest Bank of New YorkMinnesota, National Association, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount . The Notes are being issued and sold in connection with the recapitalization of the 101/4 Senior Notes due 2012 Company (the "Original SecuritiesRecapitalization") were issued on February 22pursuant to the Agreement and Plan of Merger, 2002 dated June 23, 1998 (the Notes will form a single series "Merger Agreement"), between Globe Acquisition Company and Globe Manufacturing Co. (to be renamed Globe Holdings, Inc. in connection with the Original Securities under the Indenturetransactions described below), a Massachusetts corporation ("Globe Holdings"). The Securities Recapitalization will be financed by (i) the proceeds from the issuance of the Notes, (ii) proceeds from an investment by Code, Xxxxxxxx & Xxxxxxx III, L.P. and certain other investors in Globe Holdings, and (iii) borrowings under the Senior Credit Facility (as defined in the Final Memorandum). The Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated July 15, 1998 (the "Preliminary Memorandum"), and the Company will prepare a final offering memorandum dated April 23July 28, 2003 1998 (the "Final Memorandum"); the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and the Company's subsidiary listed in Schedule 1 attached hereto (the "Subsidiary") and any material developments relating to the Issuers Company and the Subsidiary occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (in order to register the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 43,500,000 aggregate principal amount at maturity of its 101/4% Senior Notes due 2012 Discount Notes, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 2220, 2002 among 1998 by and between the Issuers Company and The Bank United States Trust Company of New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated January 28, 1998 (the "Preliminary Memorandum") and a final offering memorandum dated April 23February 13, 2003 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Notes are being issued in connection with the consummation of the transactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the "Stock Purchase Agreement") between Tidewater, Inc. ("Tidewater") and TW Acquisition Corp. ("TW"), a wholly owned subsidiary of the Company, pursuant to be offered in exchange which TW will acquire 100% of the voting securities of Tidewater Compression Service, Inc. from Tidewater (the "Acquisition") for a purchase price of $360 million (the "Purchase Price"). TW will fund the Purchase Price with (i) the gross proceeds of the issuance of the TW Senior Discount Notes and/or due 2008 (the "TW Notes"); (ii) if an aggregate equity contribution of $105 million (the "Equity Contribution") from the Company, derived from an $81 million cash contribution from Xxxxxx Xxxxxx Partners III, L.P. ("CHP") (which organized both the Company and TW and is the controlling stockholder of the Company) and other parties to the extent required by Company (the Registration Rights "Cash Contribution") and $24 million net proceeds from the issuance of the Notes offered hereby; and (iii) a Term Loan Credit Facility of $75 million and a Revolving Credit Facility of $85 million ($38 million of which will be drawn at the closing of the Acquisition), each with Bankers Trust Company, as agent, and other lending institutions (the "Credit Agreement"). Immediately following the issuance of the TW Notes and the completion of the Acquisition, TW will be merged (the "Merger") pursuant to a Merger Agreement (the "Merger Agreement") with and into Tidewater Compression Service, Inc., which will change its name to Universal Compression, Inc. The Stock Purchase Agreement, a shelf registration statement pursuant the Credit Agreement and the Merger Agreement are collectively referred to Rule 415 under herein as the Act relating "Transaction Documents". All references in this Agreement to the resale of the Securities by certain holders thereof or"Company" mean Universal Compression Holdings, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.Inc.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 80,000,000 aggregate principal amount of its 101/411 5/8% Senior Subordinated Notes due 2012 2006, Series A (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "GuaranteesGuarantee") on a senior subordinated basis by each of the GuarantorsHoldings. The Notes and the Guarantees Guarantee are collectively referred to herein as the "Securities"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 2223, 2002 1998 by and among the Issuers Company, Holdings and The Bank of New YorkMarine Midland Bank, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated January 29, 1998 (the "Preliminary Memorandum"), and a final offering memorandum dated April 23February 18, 2003 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany and Holdings have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 300,000,000 aggregate principal amount of its 101/411% Senior Secured Notes due 2012 2013, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 227, 2002 among 2003 by and between the Issuers Company and The Bank of New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated January 17, 2003 (the "Preliminary Memorandum") and a final offering memorandum dated April 23January 31, 2003 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes and the collateral securing the Notes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Notes will be secured by liens on certain real property of the Initial Purchasers propose to offer Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the Securities "Mortgaged Properties") and certain other assets of the Company as described in the Final Memorandum (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144APledged Collateral"), in transactions under Rule 144Aand documented by the mortgages (the "Mortgages") evidencing the Liens on the Mortgaged Properties and by the other documents set forth on SCHEDULE 3 evidencing the Liens on the Pledged Collateral (together with the Mortgages, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation SCollateral Documents"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 100,000,000 aggregate principal amount of its 101/4[]% Senior Notes Subordinated Notes, Series A due 2012 2008 (the "Notes"). The Notes are to be issued under an indenture ----- (the "Indenture") to be dated as of May 5, 1998 by and between the Company, the --------- Subsidiary Guarantors and American National Bank and Trust Company of Chicago, as Trustee (the "Trustee"). The Notes will be guaranteed on a senior ------- subordinated basis by the Subsidiary Guarantors, pursuant to their guarantee (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors). The Notes and the Guarantees are hereinafter collectively ---------- referred to herein as the "Securities")." Capitalized terms used but not defined herein ---------- shall have the meanings given to such terms in the Indenture. The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions --- therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have prepared a preliminary offering memorandum dated April 20, 1998 (the "Preliminary ----------- Memorandum") and a final offering memorandum dated April 23, 2003 the date hereof (the "Final ---------- ----- Memorandum") ; the Preliminary Memorandum and the Final Memorandum each herein ---------- being referred to as a "Memorandum"), each setting forth or including a description ---------- descriptions of the terms of the OfferingNotes, the terms of the SecuritiesOffering (as defined below), a description of the transactions contemplated thereby and hereby (the "Transactions"), the Issuers and any material developments relating to the ------------ Issuers and their Subsidiaries as such term is defined in Section 1-02(x) of Regulation S-X promulgated under the Act (a "Subsidiary") occurring after the ---------- date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose Purchaser proposes to offer make an offering of the Securities Notes (the "Offering") only on the terms and in the manner set -------- forth in the Final Memorandum and Section 8 hereof as soon as the Initial Purchasers deem Purchaser deems advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers ("Qualified Institutional Buyers" or ------------------------------ "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from ---- time to time ("Rule 144A"), in transactions under Rule 144A; to a limited number --------- of other institutional "accredited investors" ("Accredited Investors") as -------------------- defined in Rule 501(a)(1), (2), (3) and (7) under Regulation D of the Act in private sales exempt from registration under the Act; and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Act. The Initial Purchasers Purchaser and their any direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights --------- ------------------- Agreement"), to be dated the Closing Date (as defined in Section 3 below), --------- pursuant to which the Issuers shall will agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Securities and ---------------------- Exchange Commission (the "Commission") registering the Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 175,000,000 aggregate principal amount of its 101/4101/2% Senior Subordinated Notes due 2012 (the "Notes"). The Notes will be unconditionally guaranteed (collectivelythe "Guarantees" and, together with the Notes, the "GuaranteesSecurities") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22August 8, 2002 by and among the Issuers Company, the Guarantors and The Bank of New York, as trustee Trustee (the "Trustee"). The Securities will be issued in connection with and conditioned upon the acquisition by the Company of Grove Investors, pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 Inc. (the "Original SecuritiesTarget") were issued on February 22, 2002 (the Notes will form a single series "Acquisition") pursuant to an Agreement and Plan of Merger (the "Agreement and Plan of Merger") and the other related documents (together with the Original Securities under Agreement and Plan of Merger, the Indenture"Acquisition Documents") dated as of March 18, 2002. On the Closing Date, Grove Investors, Inc., Grove Holdings, Inc., Grove Worldwide, Inc., Crane Acquisition Corp., Crane Holding Inc. and Grove U.S. LLC will become parties to this Agreement for purposes of the indemnification set forth in Section 10 hereof by executing a Joinder Agreement substantially in the form attached hereto as Exhibit A (the "Joinder Agreement"). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated July 19, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated April 23August 2, 2003 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities (except that the Preliminary Memorandum excludes certain pricing and related information), the terms of the offering of the Securities, a description of the Issuers and any material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A B (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany and the Guarantors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes Securities (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 150,000,000 aggregate principal amount of its 101/44.50% Senior Notes due 2012 2009 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis jointly and severally, by each the Guarantors. Each of the GuarantorsGuarantors is a direct or indirect subsidiary of the Company. The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22October 15, 2002 2004 by and among the Issuers Company, the Guarantors and The Bank of New YorkLaSalle National Bank, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers Company and the Guarantors have prepared a final offering memorandum memorandum, dated April 23October 12, 2003 2004 (the "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Guarantees, a description of the Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose Any reference herein to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum shall be deemed to refer to and Section 8 hereof as soon as include the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A B (the "Registration Rights Agreement"), pursuant to which the Issuers shall Company and the Guarantors will agree, among other things, to file a registration statement with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (each as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or (ii) if and to the extent required by the Registration Rights Act. This Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to Notes, the resale of Guarantees, the Securities by certain holders thereof orExchange Notes, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) ), the guarantees of the Issuers substantially identical to the Exchange Notes by and the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes, the Indenture and the Registration Rights Agreement are referred to herein as the "Offering Agreements."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $75,000,000 175,000,000 aggregate principal amount at maturity of its 101/4their 10-7/8% Senior Discount Notes due 2012 2004 (the "Notes"). The obligations of the Issuers under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsGuarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), dated as of February 22September 30, 2002 1997, among the Issuers Issuers, the Guarantors and The Bank of New YorkWilmington Trust Company, as trustee (the "Trustee"), pursuant . The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (collectively as the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). ." The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated September 5, 1997, the "Preliminary Memorandum") and a final offering memorandum dated April 23September 24, 2003 1997 (the "Final Memorandum") ; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers and the Guarantors understand that the Initial Purchasers propose to offer make an offering of the Securities (the "Offering") only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in Agreement dated as of the form attached Closing Date among the parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Issuers shall agreeObligors have agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Commission registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Securities Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Securities, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant to which the Company has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and in connection therewith the Company has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA") (each as described in the Final Memorandum). In addition, the Company or one of the Guarantors, as the case may be, has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station WINT, Knoxville, Tennessee (the "Knoxville Station") (each as descxxxxd in the Final Memorandum). The St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to herein as the "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the closing hereunder, (i) ACME Parent will make a capital contribution to ACME Intermediate Holdings, LCC, a Delaware limited liability company ("ACME Intermediate"), of $21.7 million, which ACME Intermediate will simultaneously contribute to the capital of the Company (the "Parent Equity Contribution"), and (ii) ACME Intermediate will make an additional capital contri- bution to the Company of $38.2 million (the "Intermediate Equity Contribution"). The offer, purchase and sale of the Securities as contemplated by this Agreement, the consummation of the Revolving Credit Facility and the Capital Lease Facilities (each as defined and described in the Final Memorandum), the Parent Equity Contribution, the Intermediate Equity Contribution, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 120,000,000 aggregate principal amount of its 101/410 1/8% Senior Subordinated Notes due 2012 2008, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "SecuritiesNOTES"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "IndentureINDENTURE") to be dated as of February 22July 31, 2002 among 1998 by and between the Issuers Company and The Bank of New YorkChase Manhattan Trust Company, National Association as trustee Trustee (the "TrusteeTRUSTEE"). The Notes are being offered in connection with the Company's (i) repayment of indebtedness outstanding under its existing revolving bank loan facility (the "EXISTING CREDIT FACILITY"), pursuant to which $260,000,000 aggregate principal amount of (ii) entering into a new credit facility with the 101/4 Senior Notes due 2012 lenders party thereto in their capacities as lenders thereunder and Bankers Trust Company, as administrative agent (the "Original SecuritiesNEW CREDIT AGREEMENT") were issued on February 22, 2002 and (iii) acquisition (the Notes will form "ACQUISITION") pursuant to the Asset Purchase Agreement dated as of June 29, 1998 among the Company, Mallinckrodt Inc., a single series with Delaware corporation, and Mallinckrodt Inc., a Delaware Corporation (the Original Securities under "ASSET PURCHASE AGREEMENT") of the IndentureTrimet Technical Products Division ("TRIMET"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated July 7, 1998 (the "PRELIMINARY MEMORANDUM"), and a final offering memorandum dated April 23July 28, 2003 1998 (the "MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MEMORANDUM") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“Mxxxxxx Lxxxx”) and the several Initial Purchasers named in Schedule 1 ( together with Mxxxxxx Lxxxx, the “Initial Purchasers”) $75,000,000 350,000,000 aggregate principal amount of its 101/46.75% Senior Notes due 2012 2022 (the "“Notes"”). The Notes will be unconditionally guaranteed (collectively, the "“Guarantees"”) on a senior subordinated basis by each of the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "“Securities"). .” The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (as supplemented to date, the "“Indenture"”) dated as of February 22October 4, 2002 2010 by and among the Issuers Company, the Subsidiary Guarantors and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "“Trustee"”), pursuant . Mxxxxxx Lxxxx has agreed to which act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Company has previously issued $260,000,000 225,000,000 aggregate principal amount of the 101/4 6.75% Senior Notes due 2012 2022 (the "Original Securities"“Existing Notes”) were issued on February 22under the Indenture. The Securities constitute “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as otherwise disclosed in the Pricing Disclosure Package (as defined below) and the Final Offering Memorandum (as defined below), 2002 (the Securities will have terms identical to the Existing Notes and will form be treated as a single series with the Original Securities of debt securities for all purposes under the Indenture. The Company has, pursuant to an Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, each dated as of November 8, 2010 (together, the “Offer to Purchase”), commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.00% notes due 2014 (the “2014 Notes”) and consent solicitation (the “Consent Solicitation”) of registered holders of the 2014 Notes to certain proposed amendments and waivers to the indenture, dated as of March 22, 2004 (as amended and supplemented, the “2014 Indenture”) among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee under the 2014 Indenture. As described in the Pricing Disclosure Package and the Final Memorandum, it is expected that proceeds from the issuance and sale of the Securities shall be used to (i) pay consideration to holders who tender their 2014 Notes in the Tender Offer to the extent the Company obtains the requisite consents under the Consent Solicitation and (ii) pay fees and expenses in connection with the Tender Offer and Consent Solicitation. The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $75,000,000 300,000,000 aggregate principal amount of its 101/49 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees") on a senior subordinated joint and several basis by each of Sky Chefs, CII, the Additional Guarantors and Caterair (collectively, the "Guarantors"). The Notes and the related Guarantees are collectively referred to herein as the "Securities"). The Notes are to will be issued as "additional notes" pursuant to an indenture Indenture (the "Indenture") dated as of February 22, 2002 by and among the Issuers Issuer, the Guarantors and The Bank of New York, as trustee (the "Trustee"), pursuant . The Notes and the related Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount collectively as the "Securities." 2 -2- The Securities are being issued and sold in connection with the repayment and retirement of the 101/4 Senior Notes due 2012 Issuer's and Caterair's term loan indebtedness under the Credit Agreement, dated as of September 29, 1995, among the Issuer, Caterair, Caterair Holdings, Onex Food Services, Inc. and the lenders named therein (the "Original SecuritiesExisting Credit Agreement"). The financing will consist of a senior secured revolving credit agreement among the Issuer, certain other parties and certain lenders (the "SCIS Credit Agreement") were issued on February 22and a senior secured credit agreement among Caterair, 2002 the Issuer, certain other parties and certain lenders (the Notes will form a single series "Caterair Credit Agreement," and together with the Original Securities under SCIS Credit Agreement, the Indenture"Senior Bank Financing"). The Securities will be offered and sold to the Initial Purchasers you without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Issuer has prepared a preliminary offering memorandum, dated August 7, 1997 (the "Preliminary Memorandum"), and a final offering memorandum memorandum, dated April 23August 22, 2003 1997 (the "Final Memorandum," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") ), setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Issuer and any material developments relating to the Issuers Issuer occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 115,000,000 aggregate principal amount of its 101/410 3/4% Senior Secured Notes due 2012 2006 (collectively, with the Guarantees defined below, the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") by the Guarantors on a senior subordinated basis by each of the Guarantorsbasis. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22October 23, 2002 1996 by and among the Issuers Company and the Guarantors and The Bank of New YorkChase Manhattan Bank, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated September 27, 1996 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated April 23October 21, 2003 1996 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and the Guarantors and any material developments relating to the Issuers Company and the Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser of the Notes and their its direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany and the Guarant- ors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject The Company and NB Finance propose, subject to the terms and conditions contained in this agreement (this "Agreement")herein, the Company proposes to issue and sell to the several Initial Purchasers named in Schedule 1 hereto $75,000,000 160,000,000 aggregate principal amount of its 101/4their 10 1/2% Senior Notes due 2012 Due 2011 (the "“Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"”). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") indenture, dated as of February 22August 6, 2002 2003 (the “Indenture”), among the Issuers and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "“Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture”). The Securities issuance and sale of the Notes to the Initial Purchasers is referred to herein as the “Offering. The Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have prepared a preliminary offering memorandum dated July 22, 2003 (the “Preliminary Memorandum”) and a final offering memorandum dated April 23July 31, 2003 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers and any material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Notes are being sold in connection with the Initial Purchasers propose to offer consummation of the Securities acquisition (the "Offering"“Acquisition”) on by U.S. Premium Beef, Ltd. (“USPB”) and others of the terms partnership interests of Farmland National Beef Packing Company, L.P. that USPB does not currently own pursuant to the that certain Asset Sale and in Purchase Agreement (the manner set forth in “Asset Sale Agreement”) dated June 12, 2003, by and among USPB, USPBCo, LLC, U.S. Premium Products, LLC, Farmland Industries, Inc., Farmland Foods, Inc. and NBPCo., LLC. In connection with the Memorandum offering of the Notes, the Company will enter into a third amended and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe restated credit agreement to be qualified institutional buyers dated as of the Closing Date ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under Section 3 below) by and among the ActCompany, as such rule may be amended from time to time U.S. Bank National Association and the other lenders party thereto ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"“Credit Agreement”). The Offering and the Acquisition and the transactions contemplated thereby and hereby are referred to collectively as the “Transactions.” The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Issuers shall will agree, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to Act. This Agreement is being entered into by NB Acquisition, which will be involved in the resale Acquisition, and NB Finance, which is a wholly owned subsidiary of NB Acquisition. In connection with the consummation of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes Transactions (as defined herein), as discussed in the Registration Rights Agreement) Final Memorandum, the Company shall execute this Agreement on the Closing Date and will observe and perform all of the Issuers substantially identical to the Exchange Notes rights, obligations and liabilities herein as if it were an original signatory hereto. Upon execution of this Agreement by the Initial Purchasers pursuant to an exchange Company on the Closing Date, NB Acquisition shall be fully, unconditionally and irrevocably released from all rights, obligations and liabilities hereunder. NB Acquisition and NB Finance and, as of the Securities for Private Exchange Notes.Closing Date, the Issuers, hereby agree with the several Purchasers as follows:

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company Trust proposes to issue and sell to the Initial Purchasers $75,000,000 aggregate principal amount 55,000,000 Mandatory Exchangeable Trust Securities of its 101/4% Senior Notes due 2012 the Trust (the "Notes"“Firm Securities”) and, at the election of the Initial Purchasers pursuant to their option to purchase referred to in Section 3 hereof, up to 11,000,000 additional Mandatory Exchangeable Trust Securities of the Trust (the “Option Securities”). The Notes Firm Securities and the Option Securities are herein collectively called the “Securities”. Each Security is to be delivered pursuant to an amended and restated trust agreement, dated the date hereof, among Xxxx X. Xxxxxxx, as settlor or trustor, Xxxxxxx X. Xxxxxxx, as the prior trustee, and Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx III and Xxxxx X. X’Xxxxx, as trustees of the Trust (the “Trust Agreement”). Each Security will be guaranteed (collectivelyexchangeable on or, in certain circumstances, prior to, the "Guarantees"first Scheduled Trading Day (as defined in the Pricing Disclosure Package) after June 1, 2019 (the “Exchange Date”) (i) for the relevant exchange property (which will initially be 1.3040 American Depositary Shares (the “ADSs”), each ADS representing one ordinary share, par value US$0.000025 per share (the “Ordinary Shares”), of Alibaba Group Holding Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Issuer”)) or (ii), following the Shareholder’s (as defined below) election under the forward purchase agreement, to be dated on or prior to the First Closing Date (the “Forward Purchase Agreement”), between the Trust and West Raptor Holdings, LLC (the “Shareholder”), a senior subordinated basis by each limited liability company organized under the laws of the Guarantors. The Notes State of Delaware and an indirect subsidiary of SoftBank Group Corp., a company incorporated under the Guarantees are collectively referred to herein laws of Japan (the “Shareholder Parent”), for cash, in each case as described in the "Securities"Pricing Disclosure Package (as defined below). The Notes are to be issued as "additional notes" pursuant to an indenture (Trust will enter into the "Indenture") dated as of February 22, 2002 among Forward Purchase Agreement with the Issuers and The Bank of New York, as trustee (the "Trustee"), Shareholder pursuant to which $260,000,000 aggregate principal amount the Shareholder will agree to sell, and the Trust will agree to purchase, the number of ADSs deliverable by the Shareholder on, or immediately prior to, the Exchange Date, subject to (i) the Shareholder’s election to cash settle its obligations under the Forward Purchase Agreement and (ii) acceleration (in whole or in part) of the 101/4 Senior Notes due 2012 Shareholder’s obligations under the Forward Purchase Agreement, including at the Shareholder’s election or as a result of certain events. The Shareholder’s obligations under the Forward Purchase Agreement will be secured by a pledge of Ordinary Shares pursuant to the terms of a collateral agreement, to be dated on or prior to the First Closing Date(as defined below), among the Shareholder, U.S. Bank National Association, as Collateral Agent (the "Original Securities"“Collateral Agent”) were issued on February 22, 2002 and the Trust (the Notes will form a single series with the Original Securities under the Indenture“Collateral Agreement”). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Trust has prepared a final preliminary offering memorandum circular dated April 23as of May 31, 2003 2016 (the "Memorandum") “Preliminary Circular”), setting forth or including a description of the terms of the Offeringoffering, the terms of the Securities, the Trust’s Investment Objective and Policies and a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeTrust, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating . Annex A to the Exchange Notes Preliminary Circular and the Final Circular (as defined in below) consists of the Registration Rights Agreement) to be offered in exchange Issuer’s annual report on Form 20-F for the Notes and/or fiscal year ended March 31, 2016 (iiincluding the documents incorporated by reference therein) if and to (such Annex A, including any amendment or supplement thereto, the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes“Issuer Disclosure”).

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 500,000,000 aggregate principal amount of its 101/48-1/8% Senior Subordinated Notes due 2012 2007, Series A (the "Notes" and, together with the guarantee of each Guarantor (the "Guarantee"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February December 22, 2002 1997 by and among the Issuers Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description tion of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein (i) a registration statement (the "Registration Statement") under the Act relating to the Company's 8-1/8% Senior Subordinated Notes due 2007, Series B (the "Exchange Notes (as defined in the Registration Rights Agreement) Notes"), to be offered in exchange for the Notes and/or or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) debt securities of the Issuers Company substantially identical to the Exchange Notes (the "Private Exchange Notes") by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 88,000,000 aggregate principal amount at maturity (approximately $50,273,037 gross proceeds) of its 101/413 1/4 % Senior Discount Notes due 2012 2011 (the "Notes"“Securities”). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "“Indenture"”) to be dated as of February 224, 2002 among 2004 by and between the Issuers Company and The Bank of New YorkBNY Trust Midwest Company, as trustee Trustee (the "“Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture”). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated January 22, 2004 (the “Preliminary Memorandum”) and a final offering memorandum dated April 23January 28, 2003 2004 (the "“Final Memorandum"”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “Memorandum”) setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the "“Commission"”) (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to Act. In connection with the resale offering of the Securities by Securities, certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) Subsidiaries of the Issuers substantially identical Company will seek an amendment or waiver to (the Exchange Notes “Amendment”) the amended and restated credit agreement, dated as of May 23, 2003, by and among SportRack, LLC, Valley Industries, LLC, Brink B.V., the Initial Purchasers pursuant to an exchange of other persons as designated as “Credit Parties” on the Securities for Private Exchange Notessignature pages thereof, the financial institutions party thereto as Lenders, including without limitation, Antares Capital Corporation, Xxxxxxx Xxxxx Capital, and General Electric Capital Corporation (the “Credit Agreement”).

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")-------------- herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 200,000,000 aggregate principal amount of its 101/410 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis (the "Guarantees"), on a joint and several basis, by each of the GuarantorsGuarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), dated as of February 22October 23, 2002 1997, among the Issuers Company, the Guarantors and The Bank United States Trust Company of New York, as trustee (the "Trustee"), pursuant . The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (collectively as the "Original Securities") were issued on February 22, 2002 (the ." The Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated September 29, 1997 (the "Preliminary Memorandum") and a final offering memorandum dated April 23October 17, 2003 1997 (the "Final Memorandum") ; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the OfferingSecurities, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and its subsidiaries and Lil' Champ Food Stores, Inc., a Florida corporation ("Lil' Champ") and any material developments relating to the Issuers Company and its subsidiaries and Lil' Champ occurring after the date of the most recent historical financial statements included therein, if any. The Issuers Company and the Guarantors understand that the Initial Purchasers propose to offer make an offering of the Securities (the "Offering") Notes only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a Registration Rights Agreement, Agreement substantially in the form attached hereto as Exhibit Annex A among the parties hereto (the "Registration Rights Agreement"), ) pursuant to which the Issuers shall agreehave agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Commission registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Securities Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Basic Documents." The Issuers propose to issue the Securities in connection with the consummation of certain related transaction including (i) the acquisition (the "Lil' Champ Acquisition") by the Company of Lil' Champ and (ii) an equity investment in the Company of $32.4 million by certain existing stockholders and management of the Company (the "Equity Investment"). In addition, the Company is (i) entering into a New Credit Facility (as defined in the Final Memorandum) and (ii) conducting a tender offer (the "Tender Offer") and consent solicitation (the "Consent Solicitation") with respect to its 12% Series B Senior Notes due 2000 (the "Senior Notes"). The Lil' Champ Acquisition, the Equity Investment, the New Credit Facility, the Tender Offer and the Consent Solicitation are collectively referred to herein as the "Transactions" and the stock purchase agreement relating to the Lil' Champ Acquisition, the stock purchase agreement relating to the Equity Investment, the New Credit Facility and the supplemental indenture relating to the consent solicitation are collectively referred to as the "Transaction Documents". At the time the Lil' Champ Acquisition is consummated (the "Effective Time"), which shall occur simultaneously with the consummation of the sale of the Securities, Lil' Champ will become a wholly owned subsidiary of the Company and will execute and deliver this Agreement and the Guarantees and become subject to all of the provisions of this Agreement and the Guarantees as a Guarantor.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 100,000,000 aggregate principal amount of its 101/49 1/8% Senior Subordinated Notes due 2012 2008 (the "Fixed Rate Notes") and $50,000,000 aggregate principal amount of its Floating Interest Rate Subordinated Term Securities due 2008 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"). The Notes are to be issued under an indenture (the "Indenture") to be dated as of April 24, 1998 by and between the Company, the Guarantors and United States Trust Company of New York, as Trustee (the "Trustee"). The Notes will be guaranteed (collectively, the "Guarantees") on a an unsecured senior subordinated basis by each of the Company's domestic subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes Company and the Guarantors are collectively referred to be issued herein as "additional notes" pursuant to an indenture (the "IndentureIssuers") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated March 31, 1998 (the "Preliminary Memorandum"), and a final offering memorandum dated April 2317, 2003 1998 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company, a description of the Recapitalization (as defined below) and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreehave agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered under the Act. As described in exchange for the Preliminary Memorandum and the Final Memorandum, the offering of the Notes and/or is part of an over-all recapitalization of the Company (the "Recapitalization"), pursuant to which the Company has entered into a recapitalization agreement (the "Recapitalization Agreement"), dated as of March 6 1998, whereby a Delaware corporation formed by the Thomxx X. Xxx Xxxpany ("THL Co.") will merge with and into the Company (the "Merger"). Upon consummation of the Merger, THL Fund IV, L.P. and other affiliates of THL Co. (together, "THL") will own approximately 90.1% of the issued and outstanding shares of Common Stock of the Company (the "Common Stock"), existing shareholders (including management) of the Company will retain approximately 7.3% of the issued and outstanding Common Stock and management will purchase additional shares representing approximately 2.6% of the issued and outstanding Common Stock. In connection with the Recapitalization, (i) the Company and the Guarantors will enter into a new credit facility (the "New Credit Facility") with Bankers Trust New York Corporation, as administrative agent, and Merrxxx Xxxcx Xxxital Corporation, as syndication agent, providing for a $55.0 million term loan facility, a $35.0 million revolving credit facility, and a $100.0 million acquisition facility and (ii) if the Company will receive up to $99.1 million (the "Equity Contribution") from the sale of capital stock to THL, Bernxxx X. Xxxxxxx xxx other members of management consisting of (i) approximately $71.4 million from the sale of Common Stock and to (ii) approximately $27.8 million from the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale sale of New Preferred Stock of the Securities by certain holders thereof or, if applicable, relating to Company (the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes"New Preferred Stock").

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 90,000,000 aggregate principal amount of its 101/4the Company's 10 1/8% Senior Subordinated Notes due 2012 2007 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Company's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") dated as of February 22, 2002 July 24 1997 by and among the Issuers Company, the Guarantors and The Bank of New YorkIBJ Schrxxxx Xxxk & Trust Company, as trustee (the "Trustee"), . The Securities are being offering in connection with the Company's acquisition of the assets of the Air Restraints and Industrial Fabrics Division of JPS Automotive L.P. ("JPS") pursuant to which $260,000,000 aggregate principal amount an asset purchase agreement, dated as of the 101/4 Senior Notes due 2012 June 30, 1997 (the "Original SecuritiesJPS Acquisition") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers you without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated July 1, 1997 (the "Preliminary Memorandum") and a final offering memorandum dated April 23July 21, 2003 1997 (the "Final Memorandum," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms This Supplemental Indenture hereby establishes a series of Securities, known as and conditions contained in this agreement (this entitled "Agreement"), the Company proposes to issue and sell to the Initial Purchasers $75,000,000 aggregate principal amount of its 101/46 1/8% Senior Notes due 2012 (the "Notes"). 2008." The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Securities shall be limited initially to Two Hundred Million Dollars ($200,000,000) (except for Senior Notes due 2012 (authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Senior Notes); provided that the Company may, without the consent of the Holders, "Original Securities") were issued on February 22, 2002 (reopen" the series of Senior Notes will form a single series so as to increase the aggregate principal amount of the Senior Notes in compliance with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description of the terms of the Offering, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner procedures set forth in the Memorandum Original Indenture, including Section 3.1 and Section 8 hereof 3.3 thereof, and subject to limitations, if any, on the Company's ability to issue Collateral Bonds securing the additional Senior Notes, so long as soon any such additional Senior Notes have the same tenor and terms as the Initial Purchasers deem advisable (after this Agreement has been executed Senior Notes then Outstanding. The Senior Notes are not subject to repayment at the option of Holders thereof and delivered) are not subject to persons any sinking fund. As provided in the United States whom form of Senior Notes attached hereto as Appendix I, the Initial Purchasers reasonably believe Senior Notes are subject to optional redemption, as a whole or in part, by the Company prior to the Stated Maturity of the principal thereof on the terms set forth therein. Except as modified in the form of the Senior Notes, redemptions shall be qualified institutional buyers effected in accordance with Article Twelve of the Original Indenture. The Senior Notes shall have such other terms and provisions as are set forth in the form of the Senior Notes attached hereto as Appendix I (which is incorporated by reference in and made a part of this Supplemental Indenture as if set forth in full at this place). The Senior Notes shall be issuable only in fully registered form and, as permitted by Section 3.1 and Section 3.2 of the Original Indenture, in denominations of $1,000 and integral multiples thereof. The Senior Notes will initially be issued in global form (the "Global Notes") under a book-entry system, registered in the name of The Depository Trust Company, as depository ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144ADTC"), or its nominee, which is hereby designated as "U.S. Depositary" under the Indenture. Further to Section 3.5 of the Original Indenture, any Global Note shall be exchangeable for Senior Notes registered in transactions under Rule 144Athe name of, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits a transfer of a Registration Rights AgreementGlobal Note may be registered to, substantially in any Person other than the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") U.S. Depositary for such Senior Note or its nominee only if (i) such U.S. Depositary notifies the Company that it is unwilling or unable to continue as U.S. Depositary for such Global Note or if at any time such U.S. Depositary ceases to be a registration statement (the "Registration Statement") relating to clearing agency registered under the Exchange Notes (as defined Act, and, in either such case, the Registration Rights Agreement) to be offered in exchange for the Notes and/or Company does not appoint a successor U.S. Depositary within 90 days thereafter, (ii) if the Company executes and delivers to the extent required by Trustee a Company Order that such Global Note shall be so exchangeable and the Registration Rights Agreementtransfer thereof so registrable or (iii) there shall have occurred and be continuing an Event of Default or an event which, a shelf registration statement pursuant to Rule 415 under with the Act relating giving of notice or lapse of time, or both, would constitute an Event of Default with respect to the resale Senior Notes. Upon the occurrence in respect of any Global Note of any or more of the Securities by certain holders thereof orconditions specified in clause (i), if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreementii) or (iii) of the Issuers substantially identical to preceding sentence, such Global Note may be exchanged for Senior Notes registered in the Exchange Notes by name of, and the Initial Purchasers pursuant to transfer of such Global Note may be registered to, such Persons (including Persons other than the U.S. Depositary and its nominees) as such U.S. Depositary, in the case of an exchange exchange, and the Company, in the case of the Securities for Private Exchange Notesa transfer, shall direct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to shall issue and sell to the Initial Purchasers an aggregate of $75,000,000 aggregate 55,000,000 principal amount of its 101/410 5/8% Series A Senior Notes due 2012 2007 (the "“Senior Notes"”). The Senior Notes will are to be guaranteed issued under the indenture (collectivelythe “Indenture”) dated as of November 22, 2000 by and between the "Guarantees") on a senior subordinated basis by each of Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the Guarantors“Trustee”). The Senior Notes and the Guarantees are collectively sometimes referred to herein as the "“Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). .” The Securities will be are being offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"), ”) in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a final offering memorandum dated April 23, 2003 the date hereof (the "“Final Memorandum") ”), setting forth or including including, among other things, a description of the terms of the OfferingSecurities, the terms of the Securities, offering of the Securities and a description of the Issuers business of the Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially Agreement to be dated as of the Closing Date (as defined in the form attached hereto as Exhibit A Section 3 below) (the "“Registration Rights Agreement"”), pursuant to which the Issuers Company shall agree, among other things, to file with the United States Securities and Exchange Commission (the "“Commission") ”), under the circumstances set forth therein, (i) a registration statement under the Act (the "“Exchange Offer Registration Statement"”) relating to 10 5/8% Series B Senior Notes due 2007 of the Company (the “Exchange Notes (as defined in the Registration Rights AgreementNotes”) to be offered in exchange (the “Exchange Offer”) for the Notes and/or Senior Notes, and (ii) if as and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to (the resale of “Shelf Registration Statement” and, together with the Securities by certain holders thereof orExchange Offer Registration Statement, if applicablethe “Registration Statements”), relating to the resale by certain holders of Private the Senior Notes, and to use their reasonable best efforts to cause such Registration Statements to be declared effective. This Purchase Agreement (this “Agreement”), the Senior Notes, the Exchange Notes (as defined in Notes, the Indenture and the Registration Rights Agreement) of Agreement are hereinafter referred to collectively as the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes“Operative Documents.”

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $75,000,000 215,000,000 aggregate principal amount of its 101/4their 11 1/2% Senior Notes due 2012 2004 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Company's future Restricted Subsidiaries (as defined in the Indenture) (collectively, the "Subsidiary Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22November 14, 2002 1996 by and among the Issuers and The IBJ Xxxxxxxx Bank of New York& Trust Company, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount . The Securities are being offered in connection with and conditioned upon (i) the Issuers' acquisition of 100% of the 101/4 Senior Notes due 2012 capital stock of CGGS Canadian Gas Gathering Systems Inc. ("CGGS"), (ii) the Company's acquisition of the oil and gas producing properties located in the Xxxxxxxx and Happy Fields ("Xxxxxxxx and Happy") (the acquisitions of CGGS and Xxxxxxxx and Happy being collectively referred to herein as the "Pending Acquisitions" and the agreements executed or to be executed by the Issuers in connection with the Pending Acquisitions are collectively referred to herein as the "Acquisition Agreements"), and (iii) the Issuers' entering into a new $40.0 million senior revolving credit facility (the "Original SecuritiesNew Credit Facility") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated October 21, 1996 (the "Preliminary Memorandum"), and a final offering memorandum dated April 23November 6, 2003 1996 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Pending Acquisitions and the New Credit Agreement, a description of the Issuers and the Subsidiary Guarantors and any material developments relating to the Issuers and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in Agreement to be dated as of the form attached hereto Closing Date (as Exhibit A defined) (the "Registration Rights Agreement"), pursuant to which the Issuers shall will agree, among other things, to file with the Securities and Exchange Commission (the "Commission") ), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") ), relating to Senior Notes due 2004 of the Issuers (the "Exchange Notes (as defined in the Registration Rights AgreementNotes") to be offered in exchange (the "Exchange Offer") for the Notes and/or Notes, and (ii) if as and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to (the resale of "Shelf Registration Statement" and, together with the Securities by certain holders thereof orExchange Offer Registration Statement, if applicablethe "Registration Statements"), relating to the resale by certain holders of Private Exchange Notes the Notes, and to use their best efforts to cause such Registration Statements to be declared effective. This Purchase Agreement (as defined in this "Agreement"), the Notes, the Guarantees, the Indenture and the Registration Rights Agreement) of Agreement are hereinafter referred to collectively as the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes"Operative Documents."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes and Finance Co. propose to issue and sell to the Initial Purchasers $75,000,000 1,400,000,000 aggregate principal amount of its 101/4% Senior Notes their senior notes due 2012 2013 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees", and together with the Notes, the "Securities") on a senior subordinated basis by each of the Guarantors. The Notes Guarantors on a joint and the Guarantees are collectively referred to herein as the "Securities")several basis. The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 2228, 2002 2003 by and among the Issuers and The Bank of New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated February 11, 2003 (the "Preliminary Memorandum") and a final offering memorandum dated April 23February 25, 2003 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the Securities, offering of the Securities and a description of the Issuers Company and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")its subsidiaries. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, Agreement substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein -------------- contained, the Company proposes Companies propose to issue and sell to the Initial Purchasers Purchaser $75,000,000 140,000,000 aggregate principal amount of its 101/4their 10% Senior Notes due 2012 2006 (the "Notes"). The obligations of the Companies under the Indenture (as hereinafter ----- defined) and the Notes will be conditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of ---------- the GuarantorsGuarantor, as described in the Indenture (as defined below). The Notes and the Guarantees are collectively hereinafter referred to herein collectively as the "Securities"). ." The Notes ---------- Securities are to be issued as "additional notes" pursuant to an indenture (the "Indenture") ), dated as --------- of February 22August 21, 2002 1998, among the Issuers Companies, the Guarantor and The Bank of New YorkMontreal Trust Company, as trustee (the "Trustee"). The Notes will be secured by the ------- Pledged Collateral (as defined in the Pledge Agreement) pursuant to a pledge agreement (the "Pledge Agreement") to be dated the Closing Date (as defined in ---------------- Section 3 below). Simultaneously with the issuance of the Notes, the Initial Purchaser will enter into an assignment agreement (the "Assignment Agreement") in the form -------------------- attached as Annex A hereto, pursuant to which the Initial Purchaser will purchase from the lenders named in the Assignment Agreement approximately $260,000,000 aggregate principal amount 137,000,000 of indebtedness of the 101/4 Senior Notes due 2012 Companies and certain of their affiliates (the "Original SecuritiesChase ----- Debt"). The Chase Debt will then be restructured (the "Restructuring") were issued on February 22, 2002 (and will ------------- be evidenced by the Notes will form a single series with the Original Securities under the Indenture)Notes. The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Act"), in reliance on ---------- --- exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers Companies have prepared a preliminary offering memorandum dated July 29, 1998 and a final offering memorandum dated April 23August 17, 2003 1998 (the "Memorandum") ), setting forth or including ---------- a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Companies and the Guarantor and any material developments relating to the Issuers Companies and the Guarantor occurring after the date of the most recent historical financial statements included therein, if any. The Issuers Companies and the Guarantor understand that the Initial Purchasers propose Purchaser proposes to offer make an offering of the Securities (the "Offering") only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem Purchaser deems advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A ---- under the Act, as such rule may be amended from time to time ("Rule 144A"), in --------- transactions under Rule 144A, and in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreementregistration rights agreement to be dated the Closing Date, substantially in among the form attached parties hereto as Exhibit A (the "Registration Rights ------------------- Agreement"), ) pursuant to which the Issuers shall agreeCompanies and the Guarantor have agreed, among --------- other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration ------------ Statement") relating to with the Commission registering the Securities or the Exchange Notes --------- (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers Purchaser pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement, the Pledge Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The --------------- Companies propose to issue the Notes in connection with the Restructuring and the System Acquisition to be effected pursuant to the Financing Plan (collectively, the "Transactions") (together with each other agreement entered ------------ into in connection with any of the foregoing, the "Transaction Documents"). --------------------- Capitalized terms used herein without definition have the meanings ascribed to such terms in the Memorandum.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $75,000,000 400,000,000 aggregate principal amount of its 101/46.00% Senior Notes due 2012 2025 (the "“Notes"”). The payment of principal, premium, if any, and interest on the Notes will be jointly, severally, fully and unconditionally guaranteed (collectively, the "“Guarantees"”) on a senior subordinated unsecured basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "“Securities"). .” The Notes are to Securities will be issued by the Issuer and the Guarantors, as "additional notes" applicable, pursuant to an indenture (the "“Indenture"”) to be dated as of February 22January 25, 2002 2016, by and among the Issuers Issuer, the Guarantors and The Bank of New YorkXxxxx Fargo Bank, National Association, as trustee Trustee (the "“Trustee"”), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the . The Notes will be issued only in book-entry form a single series with in the Original Securities under the Indenture)name of Cede & Co., as nominee of The Depository Trust Company. The Securities will be offered and sold to the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) Pursuant to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 23, 2003 (the "Memorandum") setting forth or including a description of the terms of the OfferingSecurities and the Indenture, the terms of the Securitiesinvestors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, a description of the Issuers and material developments relating to the Issuers occurring after the date hereof, if such Securities are registered for sale under the Act or if an exemption from the registration requirements of the most recent historical financial statements included therein, if any. The Issuers understand that Act is available (including the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in exemptions afforded by Rule 144A under the Act, as such rule may be amended from time to time Act ("“Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on ”) or Regulation S under the Act ("“Regulation S"”). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")-------------- herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 180,000,000 aggregate principal amount of its 101/47 3/4% Senior Subordinated Notes due 2012 2012, Series C (the "Notes"). The Notes will be guaranteed ) having the terms set forth in that certain Indenture, dated as of December 20, 2002 (collectively, the "GuaranteesIndenture") on a senior subordinated basis by each of ), between the Guarantors. The Notes Company and the Guarantees are collectively referred U.S. Bank National Association, as successor-in-interest to herein as State Street Bank and Trust Company (the "Securities"Trustee). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan prepare and deliver to the proceeds from the Offering (as defined) Initial Purchasers not later than 9:00 a.m. on February 4, 2003 copies of an offering memorandum to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), be dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final offering memorandum dated April 2328, 2003 (including documents incorporated by reference therein, the "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein. Any references herein to the Memorandum shall be deemed to refer to and include any documents incorporated by reference therein as of the date of the Memorandum, if any. The Issuers understand that and any reference to any amendment or supplement to the Initial Purchasers propose Memorandum shall be deemed to offer refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Exchange Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144Aafter the date of the Memorandum, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")unless otherwise noted. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in form and substance reasonably satisfactory to the form attached hereto as Exhibit A Initial Purchasers (the "Registration Rights Agreement"), pursuant to which the Issuers shall Company will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. On the Closing Date (as defined in Section 3 below), the Initial Purchasers will transfer the net proceeds of the sale of the Notes as follows: (a) deposit an amount sufficient to redeem the Company's 8 7/8% Senior Subordinated Notes due 2008 (the "8 7/8 Notes") in accordance with the redemption notice issued pursuant to Section 7(l) below (the "Escrowed Funds"), which funds will be used to purchase or redeem the 8 7/8% Notes, and (b) wire transfer (same day funds) the remaining net proceeds of the sale of the Notes to such account or accounts as the Company shall specify prior to the Closing Date. The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an escrow agreement substantially in the form of the Escrow Agreement, dated as of December 20, 2002, between the Company and State Street Bank and Trust Company (the "Escrow Agreement") to be offered dated as of the Closing Date by and among the Company and an escrow agent to be determined by the Company and reasonably acceptable to the Initial Purchasers (the "Escrow Agent"). Funds in exchange the Escrow Account will be disbursed, until the purchase or redemption in full of the 8 7/8 Notes, to the Company solely upon certification by the Company that the funds will be immediately used to (i) fund the purchase price to be paid by the Company for the 8 7/8 Notes pursuant to a tender offer and/or (ii) if and fund the redemption price of the 8 7/8 Notes. Any funds remaining in the Escrow Account after the purchase or redemption by the Company of all of the 8 7/8 Notes will be disbursed to the extent required by Company. Upon the Registration Rights satisfaction of certain conditions as set forth in the Escrow Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (Escrowed Funds will be released as defined set forth in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesSection 3.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 Purchaser (euro)90,000,000 aggregate principal amount of its 101/48 7/8% Senior Secured Notes due 2012 2009, Series A (the "Notes"). The Notes will be guaranteed (collectivelypart of a series of notes issued initially on June 28, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes 2002 and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an under the indenture (the "Indenture") dated as of February 22June 28, 2002 among by and between the Issuers Company and The Bank of New York, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a final an offering memorandum dated April 23November 18, 2004, which includes as a part thereof the Company's Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (the "Offering Memorandum") ), setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A C (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Act. The Initial Purchaser and its direct and indirect transferees of the Notes and/or (ii) if and will also be entitled to the extent required by the Registration Rights Agreementbenefits, a shelf registration statement pursuant to Rule 415 under the Act relating and otherwise subject to the resale terms, of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes Security Documents (as defined in the Registration Rights AgreementIndenture) pursuant to which the Company has, among other things, granted a senior security interest in the Collateral (as defined in the Indenture), subject to certain exceptions and otherwise in accordance with the terms of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesIndenture.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 121,500,000 aggregate principal amount of its 101/48 7/8% Senior Subordinated Notes due 2012 2012, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "GuaranteesGuarantee") on a senior subordinated basis by each of the GuarantorsGuarantor. The Notes and the Guarantees Guarantee are collectively referred to herein as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 2220, 2002 2004 by and among the Issuers Company, the Guarantor and The Bank of New YorkXxxxx Fargo Bank, N.A., as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan ; provided that the proceeds from representations and warranties of the Offering (as defined) to Bluewater Holding pursuant to an amended Initial Purchasers contained in Section 8 hereof are true, accurate and restated intercompany loan (complete and the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, offer and sale of the Securities is conducted in part, borrowings under the replacement credit agreement (manner set forth in the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the GuaranteesFinal Memorandum. In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated February 2, 2004 (the "Preliminary Memorandum") and a final offering memorandum dated April 23February 12, 2003 2004 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including including, among other things, a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, and a description of the Issuers Company and material developments relating the Guarantor. In connection with the offering of the Securities, the Company, the Guarantor and certain other Subsidiaries (as defined below), LaSalle Bank N.A., as agent and the lenders thereunder will enter into an amendment to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities Company's existing revolving credit agreement (the "OfferingCredit Agreement"). Concurrently with the offering of the Securities, the Company will sell (the "CVC Sale") on $19,400,000 aggregate principal amount of its 8% Senior Subordinated Notes due 2012, Series A (the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144ACVC Notes"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S issued under the Act ("Regulation S")Indenture, to CVC Capital Funding, LLC. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially Agreement to be dated as of the Closing Date (as defined in the form attached hereto as Exhibit A Section 3 below) (the "Registration Rights Agreement"), pursuant to which the Issuers shall will agree, among other things, to file with the Securities and Exchange Commission (the "Commission") ), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to the notes (the "Exchange Notes (as defined in Notes," which term includes the Registration Rights Agreementrelated guarantee of the Subsidiary Guarantor) to be offered in exchange (the "Exchange Offer") for the Notes and/or and (ii) if as and to the extent required by the Registration Rights Agreement, to file with the Commission a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale of the Securities by certain holders thereof orof the Notes, if applicableand to use their best efforts to cause such Registration Statements to be declared effective in accordance with the provisions of the Registration Rights Agreement. This Purchase Agreement (this "Agreement"), relating to the resale of Notes, the Guarantee, the Exchange Notes and related guarantee, the Private Exchange Notes (as defined in the Registration Rights Agreement) of and related guarantee, the Issuers substantially identical Indenture and the Registration Rights Agreement are hereinafter referred to collectively as the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes"Operative Documents."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein -------------- contained, the Company proposes Companies propose to issue and sell to the Initial Purchasers Purchaser $75,000,000 55,869,000 aggregate principal amount at maturity of its 101/4their 12 7/8% Senior Discount Notes due 2012 2008 (the "Notes"). The obligations of the Companies under ----- the Indenture (as hereinafter defined) and the Notes will be conditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the GuarantorsGuarantor, as described in the Indenture ---------- (as defined below). The Notes and the Guarantees are collectively hereinafter referred to herein collectively as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to ---------- an indenture (the "Indenture") ), dated as of February 22August 21, 2002 1998, among the Issuers ---------- Companies, the Guarantor and The Bank of New YorkMontreal Trust Company, as trustee (the "Trustee"), . The Notes will be secured by the Pledged Collateral (as defined in -------- the Pledge Agreement) pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 a pledge agreement (the "Original SecuritiesPledge Agreement") were issued on February 22, 2002 to ---------------- be dated the Closing Date (the Notes will form a single series with the Original Securities under the Indentureas defined in Section 3 below). The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. regis- In connection with the sale of the Securities, the Issuers Companies have prepared a preliminary offering memorandum dated July 29, 1998 and a final offering memorandum dated April 23August 17, 2003 1998 (the "Memorandum") ), setting forth or ---------- including a description descrip tion of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Companies and the Guarantor and any material developments relating to the Issuers Companies and the Guarantor occurring after the date of the most recent historical financial statements included therein, if any. The Issuers Companies and the Guarantor understand that the Initial Purchasers propose Purchaser proposes to offer make an offering of the Securities (the "Offering") only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem Purchaser deems advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A ---- under the Act, as such rule may be amended from time to time ("Rule 144A"), in --------- transactions under Rule 144A, and in private sales exempt from registration under the Act, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in registration rights agreement to be dated the form attached Closing Date among the parties hereto as Exhibit A (the "Registration Rights ------------------- Agreement"), ) pursuant to which the Issuers shall agreeCompanies and the Guarantor have agreed, among --------- other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration ------------ Statement") relating to with the Commission registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration registra tion statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers Purchaser pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Securities, the Exchange Notes, the Private Exchange Notes, the Indenture, the Registration Rights Agreement, the Pledge Agreement and this Agreement are herein collectively referred to as the "Basic Documents". The --------------- Compa xxxx propose to issue the Notes in connection with the repay ment of certain outstanding indebtedness and the System Acquisition to be effected pursuant to the Financing Plan (collec tively, the "Transactions") (together ------------ with each other agreement entered into in connection with any of the foregoing, the "Transaction Documents"). Capitalized terms used herein without definition ----------- --------- have the meanings ascribed to such terms in the Memorandum.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers (the "Offering") $75,000,000 475,000,000 aggregate principal amount of its 101/48-7/8% Senior Notes due 2012 2011 (the "Notes"). The Notes are to be issued under an indenture (the "Indenture") to be dated as of March 28, 2003 by and among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as Trustee (the "Trustee"). Thx Xxxes will be unconditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the GuarantorsSubsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture (the "Indenture") dated as of February 22, 2002 among the Issuers and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated March 5, 2003 (the "Preliminary Memorandum") and a final offering memorandum dated April 23March 17, 2003 (including the information incorporated by reference therein, the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Notes are being sold in connection with the Initial Purchasers propose to offer the Securities consummation of a merger (the "OfferingMerger") on of DHM Acquisition Company, Inc., a Delaware corporation, with and into the terms Company pursuant to an Agreement and in Plan of Merger (the manner set forth in the Memorandum and Section 8 hereof "Merger Agreement") dated as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers of December 18, 2002 among DHM Acquisition Company, Inc., DHM Holding Company, Inc., a Delaware corporation ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144AHoldings"), David H. Murdock and the Company. In connection witx xxx Xxxxxx, Xxldings, the Company and Solvest, Ltd. ("Solvest") will enter into a senior secured credit facility in transactions under Rule 144Athe amount of up to $1,125.0 million with Deutsche Bank AG New York, as administrative agent, and outside the United States to certain persons in reliance on Regulation S under other lenders party thereto (the Act ("Regulation SSenior Credit Facility"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall Company and the Subsidiary Guarantors will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 750,000,000 in aggregate principal amount of its 101/49% Senior Subordinated Notes due 2012 2008, Series A (the "NotesNOTES" and, together with the guarantee of each Guarantor (the "GUARANTEE"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "SecuritiesSECURITIES"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "IndentureINDENTURE") to be dated as of February 22September 30, 2002 1998 by and among the Issuers Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a final an offering memorandum circular dated April 23September 25, 2003 1998 (the "MemorandumOFFERING CIRCULAR") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth therein (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") under the Act relating to the Exchange Company's 9% Senior Subordinated Notes due 2008, Series B (as defined in the Registration Rights Agreement) "EXCHANGE NOTES"), to be offered in exchange for the Notes and/or or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) debt securities of the Issuers Company substantially identical to the Exchange Notes (the "PRIVATE EXCHANGE NOTES") by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 25,000,000 aggregate principal amount of its 101/4% Senior PIK Toggle Notes due 2012 2018 (the "“Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"”). The Notes are to be issued as "additional notes" pursuant to an under that certain indenture (the "“Indenture"”) dated as of February 22April 3, 2002 among 2013, by and between the Issuers Company and The U.S. Bank of New YorkNational Association, as trustee (the "“Trustee"”). The Notes will be issued only in book-entry form in the name of Cede & Co., pursuant to which as nominee of The Depository Trust Company (the “DTC”). The Company previously issued $260,000,000 175,000,000 aggregate principal amount of the 101/4 its Senior PIK Toggle Notes due 2012 2018 under the Indenture (the "Original “Existing Notes”). The Notes constitute an issuance of “Additional Securities") were issued on February 22” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), 2002 (the Notes will form have identical terms to the Existing Notes and will be treated as a single series with the Original Securities class of notes for all purposes under the Indenture. The Notes will have the same CUSIP and ISIN numbers as, and will trade fungibly with, the Existing Notes (except that the Notes issued pursuant to Regulation S (as defined below) will trade separately under different CUSIP and ISIN numbers until at least 40 days after the issue date of the Notes). This Agreement, the Notes and the Indenture, as entered into by the Company, are hereinafter referred to as the “Transaction Documents.” The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a final preliminary offering memorandum dated April 23May 13, 2003 2013 (including the "information incorporated by reference therein, the “Preliminary Memorandum"”) setting forth or including a description of the terms of the OfferingNotes, the terms of the Securities, a description of the Issuers and material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.terms

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement"), the The Company proposes to issue and sell to the Initial Purchasers 225,000 Units (the "Units") consisting of $75,000,000 225,000,000 aggregate principal amount of its 101/412 3/4% Senior Subordinated Notes due 2012 2010 (the "Notes") and Warrants (the "Warrants") to purchase 425,060 shares of the Company's Class E Common Stock, par value $0.01 per share (the "Warrant Shares"), determined on a fully diluted basis as of the Closing Date (as defined herein). The Notes will be unconditionally guaranteed (collectively, the "GuaranteesGuarantee") on a senior subordinated basis by each of the GuarantorsGuarantor. The Notes Units, the Notes, the Guarantee and the Guarantees Warrants are collectively referred to herein as the "Initial Securities." The Initial Securities and the Warrant Shares are collectively referred to herein as the "Securities"). ." The Notes and Guarantee are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22, 2002 the Closing Date by and among the Issuers Company, the Guarantor and The Bank of New York, as trustee Trustee (the "Trustee"), . The Warrants will be issued pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 a warrant agreement (the "Original SecuritiesWarrant Agreement") were issued on February 22to be dated as of the Closing Date by and between the Company and The Bank of New York, 2002 as warrant agent (the Notes will form a single series with the Original Securities under the Indenture"Warrant Agent"). The Securities Units will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesUnits, the Issuers have Company has prepared a preliminary offering memorandum dated April 17, 2000 (the "Preliminary Memorandum") and a final offering memorandum dated April 23May 5, 2003 2000 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingUnits, the terms of the Securitiesoffering of the Units, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes and Guarantee will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall Company and the Guarantor will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes and/or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. Holders (including subsequent transferees) of Warrants and Warrant Shares will have the registration rights with respect to the Warrants and Warrant Shares set forth in a registration rights agreement (the "Warrant Registration Rights Agreement") between the Company and the Initial Purchasers to be offered dated as of the Closing Date, and in exchange for the Notes and/or (ii) if form and substance satisfactory to the extent required by Initial Purchasers and conforming to the description thereof in the Final Memorandum. This Agreement, the Securities, the Exchange Notes, the Indenture, the Registration Rights Agreement, the Warrant Agreement and the Warrant Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Unit Documents." The Units are being sold in connection with (i) the consummation of a shelf registration statement merger (the "Merger") of Saturn Acquisition Corporation with and into the Company, pursuant to Rule 415 an Agreement and Plan of Merger dated as of December 27, 1999 (the "Merger Agreement"), and (ii) the repayment of all of the Company's existing debt (the "Debt Refinancing"). In addition, the Company will (i) enter into a credit agreement (the "Credit Agreement") with The Chase Manhattan Bank, as administrative agent, and certain lenders thereto whereby the Company will borrow $485 million in term loans in connection with the Merger and related transactions and have available a $150 million revolving credit facility and (ii) issue and sell redeemable preferred stock and warrants to purchase common stock of the Company, for aggregate gross proceeds of $60 million (the "Preferred Stock Investment"). The offering of the Units, the Merger, the Debt Refinancing, the borrowings under the Act relating Credit Agreement on the Closing Date (as defined below) and the Preferred Stock Investment are collectively referred to as the resale of "Recapitalization." The Unit Documents, the Securities by certain holders thereof or, if applicable, relating to Credit Agreement and the resale of Private Exchange Notes Credit Documents (as defined in the Registration Rights Credit Agreement) ), the Merger Agreement and the certificate of the Issuers substantially identical designation, warrant agreement, purchase agreement, preferred stock registration rights agreement and common stock registration rights agreement relating to the Exchange Notes by Preferred Stock Investment (the Initial Purchasers pursuant "Preferred Stock Investment Documents") are collectively referred to an exchange of herein as the Securities for Private Exchange Notes"Recapitalization Documents."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 750,000,000 in aggregate principal amount of its 101/48% Senior Notes due 2012 2008, Series A (the "NotesNOTES" and, together with the guarantee of each Guarantor (the "GUARANTEE"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "SecuritiesSECURITIES"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "IndentureINDENTURE") to be dated as of February 22November 17, 2002 1998 by and among the Issuers Company, the Guarantors and The Bank of New York, as trustee (the "TrusteeTRUSTEE"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a final an offering memorandum dated April 23November 12, 2003 1998 (the "MemorandumOFFERING MEMORANDUM") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers shall agreeCompany has agreed, among other things, to file with the Securities and Exchange Commission (the "CommissionCOMMISSION") under the circumstances set forth therein (i) a registration statement (the "Registration StatementREGISTRATION STATEMENT") under the Act relating to the Exchange Company's 8% Senior Notes due 2008, Series B (as defined in the Registration Rights Agreement) "EXCHANGE NOTES"), to be offered in exchange for the Notes and/or or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) debt securities of the Issuers Company substantially identical to the Exchange Notes (the "PRIVATE EXCHANGE NOTES") by the Initial Purchasers pursuant to an exchange of the Securities Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 50,000,000 aggregate principal amount of its 101/411 1/4% Senior Secured Notes due 2012 2005, Series A (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of " and, together with the Guarantors. The Notes and the Guarantees are collectively referred to herein as Notes, the "Securities") by Fabricated Products, Inc., a Delaware corporation ("Fabricated Products"), Doe Run Cayman Ltd., a Cayman Islands company ("Doe Run Cayman"), Doe Run Mining S.R.L., a Peruvian company ("Doe Run Mining") and Doe Run Peru S.R.L., a Peruvian company (collectively with its subsidiaries, "Doe Run Peru") (collectively, the "Guarantors" and, together with the Company, the "Issuers"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") dated as of February 22September 1, 2002 1998 by and among the Issuers Company, the Guarantors, and The State Street Bank of New York, and Trust Company as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have prepared a final offering memorandum circular dated April 23August 26, 2003 1998 (the "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and the Guarantors and any material developments relating to the Issuers Company and the Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights AgreementAgreement to be dated as of the Closing Date (as defined in Section 3 below), substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreehave agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. The Initial Purchaser and its direct and indirect transferees of the Notes will also be entitled to the benefits of the Security Agreement to be offered in exchange for dated as of the Notes and/or Closing Date (iithe "Security Agreement") if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under which the Act relating Company has agreed, among other things to grant a first priority security interest in the resale property, plant and equipment of ASARCO Incorporated's ("ASARCO") Missouri Lead Division (the "ASARCO MLD") in accordance with the terms of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesIndenture.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $75,000,000 150,000,000 aggregate principal amount of its 101/4their 10 3/4% Senior Notes due 2012 2011 (the "NotesNOTES"). The Notes will be unconditionally guaranteed (collectively, collectively the "GuaranteesGUARANTEES") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "IndentureINDENTURE") to be dated as of February 22May 23, 2002 2003 by and among the Issuers Issuers, the Guarantors and The Bank of New YorkBNY Trust Midwest Company, as trustee Trustee (the "TrusteeTRUSTEE"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a final preliminary offering memorandum dated April 23May 8, 2003 (the "MemorandumPRELIMINARY MEMORANDUM") and a final offering memorandum dated May 20, 2003 (the "FINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MEMORANDUM") setting forth or including a description of the terms of the OfferingNotes, the terms of the offering of the Securities, a description of the Issuers Parent and its subsidiaries (including the Issuers) and any material developments relating to the Issuers Parent and its subsidiaries (including the Issuers) occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers shall agreeand the Guarantors have agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") (i) a registration statement (registering the "Registration Statement") relating to Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to Act. In connection with the resale offering of the Securities by certain holders thereof orSecurities, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to and the Exchange Notes Guarantors will amend and restate (the "AMENDMENT") the credit agreement, dated as of April 15, 2003, by and among SportRack, LLC, Valley Industries, LLC, Brink B.V., the Initial Purchasers pursuant to an exchange of other persons as designated as "Credit Parties" on the Securities for Private Exchange Notessignature pages thereof, the financial institutions party thereto as Lenders, including without limitation, Antares Capital Corporation, Xxxxxxx Xxxxx Capital, and General Electric Capital Corporation (the "CREDIT AGREEMENT").

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 60,000,000 aggregate principal amount of its 101/47% Senior Notes due 2012 2014 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") dated as of February March 22, 2002 2004 by and among the Issuers Company, the Subsidiary Guarantors and The U.S. Bank of New YorkNational Association, as trustee Trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount as amended by that certain Supplemental Indenture dated as of July 20, 2004 by and among the 101/4 Senior Notes due 2012 (Company, the "Original Securities") were issued on February 22, 2002 (Subsidiary Guarantors and the Notes will form a single series with the Original Securities under the Indenture)Trustee. The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a final offering memorandum dated April 23as of October 29, 2003 2004 (the "Memorandum"), substantially in the form of and not otherwise materially different from the offering memorandum dated March 15, 2004, as modified to reflect the financial and other information contained in the Form 10-Q’s dated May 4, 2004 and August 4, 2004 and the Form 8-K dated October 26, 2004, in each case, as filed by the Company with the Commission (as defined below) and setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Form 10-Q for the Initial Purchasers propose to offer quarter ended September 30, 2004 will contain the Securities (the "Offering") on the terms and Company’s nine months ended financial statements, which shall not in substance be materially different from nine months ended financial statements contained in the manner set forth in the Company’s Form 8-K dated October 26, 2004. Any reference herein to the Memorandum shall be deemed to refer to and Section 8 hereof as soon as include the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agreeCompany and the Subsidiary Guarantors have agreed, among other things, to use their best efforts to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") (i) a registration statement (registering the "Registration Statement") relating to Securities or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 155,000,000 aggregate principal amount of its 101/411% Senior Notes due 2012 2004 (collectively, with the guarantees defined below, the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities")Guarantors on a senior basis. The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22June 15, 2002 1997 by and among the Issuers Company and The Bank of New YorkUnited States Trust Company, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated June 16, 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated April 23June 18, 2003 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and the Guarantors and any material developments relating to the Issuers Company and the Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Company, the Guarantors and the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of enter into a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A Agreement (the "Registration Rights Agreement")) prior to or concurrently with the issuance of the Notes. Pursuant to the Registration Rights Agreement, pursuant to which under the Issuers shall agreecircumstances and the terms set forth therein, among other thingsthe Company, the Guarantors will agree to file with the Securities and Exchange Commission (the "Commission") ): (i) a registration statement (the "Exchange Offer Registration Statement") ), relating to the a registered Exchange Notes Offer (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or under the Act to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes that would be registered under the Act (the "Exchange Notes") (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from June 25, 1997, (b) such Notes will not contain any restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances); or (ii) if and alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the extent required by Exchange Offer or do not permit any holder of the Registration Rights AgreementNotes to participate in the Exchange Offer, a shelf registration statement pursuant (the "Shelf Registration Statement") to Rule 415 under the Act relating to the resale cover resales of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by such holders who satisfy certain conditions relating to, including the Initial Purchasers pursuant to an exchange provision of information in connection with the Securities for Private Exchange NotesShelf Registration Statement.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 250,000,000 aggregate principal amount of its 101/49-1/8% Senior Subordinated Notes due 2012 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (collectively, the "Guarantees") ), on a senior subordinated basis joint and several basis, by each of the GuarantorsSubsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), dated as of February 22June 30, 2002 1997, among the Issuers and Company, The Bank of New York, a New York corporation, as trustee (the "Trustee"), pursuant and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to which $260,000,000 aggregate principal amount collectively as the "Securities." The sale of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers (the "Offering") will be made without being registered registration of the Securities under the United States Securities Act of 1933, as amended amended, (the "Act")) and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder, in reliance on exemptions therefromupon the exemption therefrom provided by Section 4(2) of the Act. The Company Holders of the Securities will loan have the proceeds from benefits of a Registration Rights Agreement to be dated as of June 30, 1997 among the Offering (as defined) to Bluewater Holding pursuant to an amended Issuers and restated intercompany loan the Initial Purchasers (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Registration Rights Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated June 12, 1997 (the "Preliminary Memorandum") and prepared a final offering memorandum dated April 23June 19, 2003 1997 (the "Final Memorandum" and, together with the Preliminary Memorandum, the "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the SecuritiesOffering, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Securities are being issued and sold in connection with the Initial Purchasers propose to offer the Securities acquisition (the "OfferingAcquisition") on by the terms and in Company of Lemmerz Holding GmbH, a limited liability company organized under the manner set forth in laws of the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers Federal Republic of Germany ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights AgreementLemmerz"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission Purchase Agreement (the "CommissionAcquisition Agreement") ), dated June 6, 1997, among the Company, Cromodora Wheels S.p.A., Lemmerz and the shareholders of Lemmerz, pursuant to which the Company will purchase the capital stock of Lemmerz for (i) a registration statement $200 million in cash and (ii) convertible preferred stock of the Company which, following stockholder approval, will automatically convert into 5 million shares of newly issued common stock of the Company. The cash portion of the consideration, the refinancing of existing Lemmerz debt, working capital of the Company and the fees and expenses of the Lemmerz Acquisition will be financed with the proceeds from the Offering and borrowings under an amended $740.5 million senior secured term loan facility (the "Registration StatementCredit Agreement") relating among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and the other financial institutions party thereto, as lenders. The time of the consummation of the Acquisition is herein referred to as the "Effective Time." In connection with the Acquisition, the Company is soliciting consents from holders of its 11% Senior Subordinated Notes due 2006 (the "Old Notes") to amendments (the "Proposed Amendments") to certain of the provisions in the indenture governing the Old Notes (the "Old Indenture"), as described in the Consent Solicitation Statement dated June 12, 1997, the related form of Consent and instructions thereto and any supplemental materials attached thereto (the "Consent Solicitation"). After receipt of the required consents from the holders of the Old Notes, the Company, the Subsidiary Guarantors parties to the Old Indenture and the trustee under the Old Indenture will enter into a supplemental indenture to give effect to the Proposed Amendments. The Acquisition Agreement and the documents entered into in connection therewith including, without limitation, the agreements attached thereto as exhibits, are herein collectively referred to as the "Acquisition Documents." This Agreement, the Securities, the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for ), the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) ), the Registration Rights Agreement and the Indenture are herein collectively referred to as the "Offering Documents." The Acquisition Documents, the Offering Documents and the Credit Agreement are herein collectively referred to as the "Transaction Documents." The Offering, the Acquisition, the Consent Solicitation and the execution of and borrowing under the Issuers substantially identical Credit Agreement are collectively referred to as the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes"Transactions."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 200,000,000 aggregate principal amount of its 101/410 7/8% Senior Subordinated Notes due 2012 2004 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22March 24, 2002 1997 by and among the Issuers Company and The IBJ Xxxxxxxxx Bank of New York& Trust Company, as trustee (the "Trustee"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a preliminary offering memorandum dated March 17, 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated April 23March 19, 2003 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingNotes, the terms of the Securitiesoffering of the Notes, a description of the Issuers Company and any material developments relating to the Issuers Company occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that Company and the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Purchaser will be entitled to the benefits of enter into a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A Agreement (the "Registration Rights Agreement")) prior to or concurrently with the issuance of the Notes. Pursuant to the Registration Rights Agreement, pursuant to which under the Issuers shall agreecircumstances and the terms set forth therein, among other things, the Company will agree to file with the Securities and Exchange Commission (the "Commission") ): (i) a registration statement on Form S-4 (the "Exchange Offer Registration Statement") relating to the a registered Exchange Notes Offer (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or under the Act to offer to the holders of the Notes the opportunity to exchange their Notes for an issue of notes substantially identical to the Notes (except that (a) interest thereon will accrue from the last date on which interest was paid on the Notes, or if no such interest has been paid, from Xxxxx 00, 0000, (x) such Notes will not contain restrictions on transfer, and (c) such Notes will not contain provisions relating to an increase in their interest rate under certain circumstances) that would be registered under the Act (the "Exchange Notes"); or (ii) if and alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the extent required by Exchange Offer or do not permit any holder of the Registration Rights AgreementNotes to participate in the Exchange Offer, a shelf registration statement pursuant (the "Shelf Registration Statement") to Rule 415 under the Act relating to the resale cover resales of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by such holders who satisfy certain conditions relating to, including the Initial Purchasers pursuant to an exchange provision of information in connection with the Securities for Private Exchange NotesShelf Registration Statement.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers Purchaser 71,634 units (the "Units"), each Unit consisting of $75,000,000 1,000 aggregate principal amount at maturity of its 101/4the Issuers' 12% Senior Secured Discount Notes due 2012 2005 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each and one membership unit of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the Company (each, a "SecuritiesMembership Unit"). The Notes are to be issued as "additional notes" pursuant to an indenture the Indenture (the "Indenture") ), dated as of February 22September 30, 2002 1997, among the Issuers and The Bank of New YorkWilmington Trust Company, as trustee (the "Trustee"). The Units, pursuant Notes and Membership Units are hereinafter referred to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (collectively as the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). ." The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the United States Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated September 17, 1997, the "Preliminary Memorandum") and a final offering memorandum dated April 23September 24, 2003 1997 (the "Final Memorandum") ; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Company and its subsidiaries and any material developments relating to the Issuers Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose Purchaser proposes to offer make an offering of the Securities (the "Offering") only on the terms and in the manner set forth in the Memorandum and Section 8 9 hereof as soon as the Initial Purchasers deem Purchaser deems advisable (after this Agreement has been executed and delivered) , to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and to a limited number of institutional "accredited investors" ("Accredited Investors"), as defined in Rule 501(a)(1), (2), (3) and (7) under Regulation D of the Securities Act, in private sales exempt from registration under the Securities Act, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S")Securities Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in Agreement dated as of the form attached Closing Date among the parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Issuers shall agreehave agreed, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Commission registering the Notes or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for under the Notes and/or Securities Act or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities Notes by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers Purchaser pursuant to an exchange of the Securities Notes for Private Exchange Notes. The Initial Purchaser and its direct and indirect transferees of the Membership Units will be entitled to the benefits of a Membership Unitholders Agreement dated as of the Closing Date among the Company, ACME Parent (as defined) and the Initial Purchaser (the "Membership Unitholders Agreement"). The Securities, the Indenture, the Pledge Agreement (as defined in the Indenture), the Registration Rights Agreement, the Membership Unitholders Agreement and this Agreement are herein collectively referred to as the "Basic Documents". ACME Television Holdings, LLC, a Delaware limited liability company ("ACME Parent"), has entered into an acquisition agreement dated July 29, 1997 (the "St. Louis Acquisition Agreement") pursuant which ACME Television, LLC, a Delaware limited liability company ("ACME Television"), has agreed to acquire (the "St. Louis Acquisition") Station KPLR, St. Louis, Missouri (the "St. Louis Station") and ACME Television has entered into a local marketing agreement with respect to the St. Louis Station (the "St. Louis LMA"). In addition, ACME Television or one of its subsidiaries has entered into (i) an agreement dated August 22, 1997 (the "Salt Lake City Acquisition Agreement") to construct and acquire (the "Salt Lake City Acquisition") a new television broadcast station in Salt Lake City, Utah (the "Salt Lake City Station") (each as described in the Final Memorandum), (ii) an agreement dated August 22, 1997 (the "Albuquerque Acquisition Agreement") to construct and acquire (the "Albuquerque Acquisition") a new television broadcast station in Albuquerque, New Mexico (the "Albuquerque Station") (each as described in the Final Memorandum) and (iii) an agreement dated May 28, 1997 (the "Knoxville Acquisition") to upgrade the studio and transmitting capabilities and acquire (the "Knoxville Acquisition") Station XXXX, Knoxville, Tennessee (the "Knoxville Station") (each as described in the Final Memorandum). The St. Louis Acquisition Agreement, the Salt Lake City Acquisition Agreement, the Albuquerque Acquisition Agreement and the Knoxville Acquisition Agreement are collectively referred to herein as the "Acquisition Agreements." The St. Louis Acquisition, the Salt Lake City Acquisition, the Albuquerque Acquisition and the Knoxville Acquisition are collectively referred to herein as the "Acquisitions." The St. Louis Station, the Salt Lake City Station, the Albuquerque Station and the Knoxville Station are collectively referred to herein as the "Acquisition Stations." On the Closing Date, prior to or simultaneously with the closing hereunder, (i) ACME Parent will make a capital contribution to the Company of $21.7 million, which the Company will simultaneously contribute to the capital of ACME Television (the "Parent Equity Contribution"), and (ii) ACME Television and ACME Finance Corporation will issue $175,000,000 principal amount at maturity of their 10-7/8% Senior Discount Notes due 2004 (the "ACME Television Offering"). The offer, purchase and sale of the Securities as contemplated by this Agreement, the consummation of the Revolving Credit Facility and the Capital Lease Facilities (each as defined and described in the Final Memorandum), the Parent Equity Contribution, the ACME Television Offering, the St. Louis LMA and the Acquisitions are collectively referred to herein as the "Transactions."

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 aggregate principal amount of its 101/410 3/8% Senior Subordinated Notes due 2012 2008 (the "NotesNOTES"). The Notes will be unconditionally guaranteed (collectively( the "GUARANTEES", and together with the Notes, the "GuaranteesSECURITIES") on a senior subordinated basis by each of the Guarantors. The Notes Holdings, Xxxxx Rite Aerospace, Inc., Champion Aerospace Inc., Christie Electric Corp., Marathon Power Technologies Company and the Guarantees are collectively referred to herein as ZMP, Inc. (collectively, the "SecuritiesGUARANTORS"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "IndentureINDENTURE") dated as of February 22December 3, 2002 1998 as supplemented on April 23, 1999 and June 26, 2001 by and among the Issuers Company, the Guarantors and The State Street Bank of New Yorkand Trust Company, as trustee (the "TrusteeTRUSTEE"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 (the "Original Securities") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum dated May 29, 2002 (the "PRELIMINARY MEMORANDUM"), and a final offering memorandum dated April 23June 4, 2003 2002 (the "MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MEMORANDUM") setting forth or including including, among other things, a description of the terms of the Offering, the terms of the Securities, a description of the terms of the offering of the Securities, and a description of the Issuers and any material developments relating to the Issuers occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Issuers shall agreeCompany and the Guarantors have agreed, among other things, to file a registration statement (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") (i) a registration statement (registering the "Registration Statement") relating to Securities, or the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $75,000,000 100,000,000 aggregate principal amount of its 101/410 1/4% Senior Subordinated Notes due 2012 2007 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Issuer's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Subsidiary Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") to be dated as of February 22April 11, 2002 1997 by and among the Issuers Issuer, the Subsidiary Guarantors and The Bank of New YorkXxxxxx Trust and Savings Bank, as trustee Trustee (the "Trustee"). The Securities are being offered in connection with the Issuer's refinancing of existing indebtedness primarily incurred under its senior revolving credit facility dated June 17, pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 1996 (the "Original SecuritiesCredit Agreement") were issued on February 22, 2002 (the Notes will form a single series with the Original Securities under the Indenture). The Securities will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Issuer has prepared a preliminary offering memorandum dated March 21, 1997 (the "Preliminary Memorandum"), and a final offering memorandum dated April 238, 2003 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description of the Issuers Credit Agreement, a description of the Issuer and the Subsidiary Guarantors and any material developments development relating to the Issuers Issuer and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a the Registration Rights Agreement, substantially in Agreement to be dated as of the form attached hereto Closing Date (as Exhibit A defined) (the "Registration Rights Agreement"), pursuant to which the Issuers shall Issuer and the Subsidiary Guarantors will agree, among other things, to file with the Securities and Exchange Commission (the "Commission") ), under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") ), relating to Senior Subordinated Notes due 2007 of the Issuer (the "Exchange Notes (as defined in the Registration Rights AgreementNotes") to be offered in exchange (the "Exchange Offer") for the Notes and/or Notes, and (ii) if as and only to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to (the resale of "Shelf Registration Statement" and, together with the Securities by certain holders thereof orExchange Offer Registration Statement, if applicablethe "Registration Statements"), relating to the resale by certain holders of Private the Notes, and to use its best efforts to cause (A) the Exchange Notes Offer Registration Statement to be declared effective and (B) as defined in and only to the extent required, the Shelf Registration Statement to be declared effective. This Purchase Agreement (this "Agreement"), the Notes, the Guarantees, the Exchange Notes, the Indenture and the Registration Rights Agreement) of Agreement are hereinafter referred to collectively as the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes"Operative Documents."

The Securities. Subject to the terms and -------------- conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers $75,000,000 350,000,000 aggregate principal amount of its 101/411 1/8% Senior Subordinated Notes due 2012 2006 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") on a senior subordinated basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities"). The Notes are to be issued as "additional notes" pursuant to under an indenture (the ----- "Indenture") to be dated as of February 22May 7, 2002 among 1996 between the Issuers Company --------- and The IBJ Xxxxxxxx Bank of New York& Trust Company, as trustee (the "Trustee"). ------- On April 9, 1996, an offer, as supplemented on April 26, 1996 (the "Tender Offer"), was commenced to purchase ------------ for cash up to all (but not less than a majority in principal amount outstanding) of the Company's 13% Senior Subordinated Notes due 2005 (the "Old Notes") and a related solicitation --------- (the "Consent Solicitation") of consents to modify certain -------------------- terms of the indenture under which the Old Notes were issued (the "Old Notes Indenture"). In connection therewith, the ------------------- Company and IBJ Xxxxxxxx Bank & Trust Company, as trustee (the "Old Notes Trustee"), will execute a supplemental indenture ----------------- (the "Supplemental Indenture") giving effect to the proposed ---------------------- amendments to the Old Notes Indenture. The Notes are being issued and sold in connection with the acquisition by the Company (the "Acquisition") of the ----------- in vitro diagnostics business of E.I. du Pont de Nemours and Company and its affiliates ("DuPont"), pursuant to which $260,000,000 aggregate principal amount of the 101/4 Senior Notes due 2012 an Asset ------ Purchase and Sale Agreement (the "Original SecuritiesAsset Purchase Agreement") were issued on February 22------------------------ dated December 11, 2002 1995 between the Company and DuPont. All references herein to the "IVD Business" refer to the Business ------------ Assets (as defined in the Asset Purchase Agreement) to be purchased from DuPont pursuant to the Asset Purchase Agreement. The Acquisition and the ongoing working capital needs of the Company will be financed by: (i) the issuance of the Notes will and (ii) the incurrence by the Company and its subsidiaries of senior secured bank financing pursuant to a credit agreement (together with all documents executed in connection therewith, the "Credit Agreement") among the ---------------- Company, Diagnostics Holding, Inc. ("Holdings"), Bankers Trust -------- Company, as agent, and certain financial institutions party thereto in the form of (A) a single series with multiple tranche term loan facility in the Original Securities under amount of $460 million and (B) a revolving credit facility for working capital purposes in the Indenture)amount of $50 million. The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on one or more --- exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the SecuritiesNotes, the Issuers have Company has prepared a final preliminary offering memorandum dated April 2311, 2003 1996 (the "Preliminary Memorandum") and a final offering ---------------------- memorandum dated April 30, 1996 (the "Final Memorandum"; the ---------------- Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum"), each setting forth or ---------- including a description of the terms of the Offering, Notes and the terms of the Securitiesoffering, a description of the Issuers Acquisition of the transactions contemplated thereby and hereby, a description of the Company and the IVD Business and any material developments relating to the Issuers Company and the IVD Business occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of a the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights --------- ------------------- Agreement"), pursuant to which the Issuers shall agreeCompany has agreed, among --------- other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to with the Securities and Exchange ---------------------- Commission (the "Commission") registering the Exchange Notes ---------- (as defined therein) or, in the Registration Rights Agreement) to be offered in exchange for certain cases, the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange NotesAct.

The Securities. Subject to the terms and conditions contained in this agreement (this "Agreement")herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $75,000,000 100,000,000 aggregate principal amount of its 101/4the Company's 12% Senior Subordinated Notes due 2012 2008 (the "Notes"). The Notes will be guaranteed (collectively, the "Guarantees") upon consummation of the Merger (as defined below) on a senior subordinated basis by each of ATC's Subsidiaries listed on the signature pages hereof (collectively, and together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes, the "Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities"). ." The Notes Securities are to be issued as "additional notes" pursuant to under an indenture (the "Indenture") dated as of February 22January 29, 2002 among 1998 by and between the Issuers Company and The State Street Bank of New Yorkand Trust Company, as trustee (the "Trustee"). The term "Credit Agreement" as used herein shall have the meaning provided therefor in the Indenture. The Company, Acquisition Holdings, Inc. ("Holdings") and ATC Group Services, Inc. ("ATC") have entered into a Merger Agreement dated as of November 26, 1997 (as in effect on the date hereof, the "Merger Agreement") pursuant to which the Company has offered to purchase (the "Tender Offer"), pursuant to which $260,000,000 aggregate principal amount the terms of that certain Offer to Purchase dated December 4, 1997 (as in effect on the date hereof, the "Offer to Purchase"), all of the 101/4 Senior Notes due 2012 outstanding shares (the "Original SecuritiesShares") were issued on February 22of common stock, 2002 par value $0.01 per share, of ATC. Pursuant to the Merger Agreement, the Company will be merged into and with ATC (the Notes "Merger"), with ATC as the surviving corporation. Upon effectiveness of the Merger (the "Effective Time"), ATC will form execute and deliver a single series with supplemental indenture (the Original Securities "Supplemental Indenture") to the Indenture, expressly assuming all of the Company's obligations under the Indenture. Also at the Effective Time, the Company will cause the Guarantors to execute and deliver the Supplemental Indenture, the Guarantees, this Agreement and the Registration Rights Agreement (as defined below). The Securities will be offered and sold to the Initial Purchasers you without being registered under the United States Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. The Company will loan the proceeds from the Offering (as defined) to Bluewater Holding pursuant to an amended and restated intercompany loan (the "Intercompany Loan"). Bluewater Holding will use these loan proceeds to temporarily repay, in part, borrowings under the replacement credit agreement (the "Credit Agreement"), dated January 15, 2002, among Bluewater Holding and certain others named therein, certain banks and financial institutions named therein and Barclays Capital, Fortis Bank (Netherlands) N.V. and ING Bank N.V., as arrangers and to pay fees and expenses relating to the offering. The Intercompany Loan is subordinated on the same basis as the Guarantees. In connection with the sale of the Securities, the Issuers have Company has prepared a preliminary offering memorandum dated January 2, 1998 (the "Preliminary Memorandum") and a final offering memorandum dated April 23January 22, 2003 1998 (the "Final Memorandum," the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the OfferingSecurities, the terms of the offering of the Securities, a description descriptions of the Issuers Company, Holdings, ATC and its subsidiaries and any material developments relating to the Issuers Company, Holdings and ATC occurring after the date of the most recent historical financial statements included therein, if any. The Issuers understand that the Initial Purchasers propose to offer the Securities (the "Offering") on the terms and in the manner set forth in the Memorandum and Section 8 hereof as soon as the Initial Purchasers deem advisable (after this Agreement has been executed and delivered) to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as defined in Rule 144A under the Act, as such rule may be amended from time to time ("Rule 144A"), in transactions under Rule 144A, and outside the United States to certain persons in reliance on Regulation S under the Act ("Regulation S"). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Issuers shall agree, among other things, to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement (the "Registration Statement") relating to the Exchange Notes (as defined in the Registration Rights Agreement) to be offered in exchange for the Notes and/or (ii) if and to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Securities by certain holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) of the Issuers substantially identical to the Exchange Notes by the Initial Purchasers pursuant to an exchange of the Securities for Private Exchange Notes.