Common use of The Securities Clause in Contracts

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 aggregate principal amount of its 9% Senior Notes due 2010 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein containedcontained in this agreement (this "Agreement"), the Company proposes to issue and sell to the Initial Purchasers $450,000,000 75,000,000 aggregate principal amount of its 9101/4% Senior Notes due 2010 2012 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and, together with ") on a senior subordinated basis by each of the Notes, Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities") by the Guarantors on a senior basis). The Securities Notes are to be issued under as "additional notes" pursuant to an indenture (the "Indenture") to be dated as of January 25February 22, 2002 by among the Issuers and between the Company and U.S. Bank, N.A.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 Company has Issuers have prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17April 23, 2002 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 SecuritiesOffering, the terms of the offering of the Securities, a description of the Company Issuers and the Guarantors and any material developments relating to the Company 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 the a Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will Issuers shall agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering (i) a registration statement (the Securities or "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. In connection with Act relating to the sale resale of the SecuritiesSecurities by certain holders thereof or, if applicable, relating to the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto resale of Private Exchange Notes (as amended, supplemented, modified, extended or restated from time defined in the Registration Rights Agreement) of the Issuers substantially identical to time, the "Senior Credit Agreement")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 herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 350,000,000 aggregate principal amount of its 94.875% Senior Notes due 2010 2009, Series A (the "“Notes"”). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "“Indenture"”) to be dated as of January 2523, 2002 2004 by and between the Company and U.S. Bank, N.A.US Bank Trust National Association, as trustee Trustee (the "“Trustee"”). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 715, 2002 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 1715, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the 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 the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "“Commission"”) registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 200,000,000 aggregate principal amount of its 99.00% Senior Subordinated Notes due 2010 2012 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") ), to be dated as of January 25February 18, 2002 by 2004, among the Company, the Guarantors and between the Company and U.S. Bank, N.A.The Bank of New York, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the 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. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 726, 2002 2004 (the "Preliminary Memorandum") and a final offering memorandum dated January 17February 6, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchasers Purchaser proposes to make an offering of the Notes only on the terms and their in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("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 (ii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25as of February 18, 2002, substantially in 2004 among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In connection with the Issuers' issuance and sale of the Securities, on January 20, 2004, the Company is 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 entering into therewith initiated a new $355,000,000 aggregate principal amount 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 the Companyother things, the guarantors named therein, Bankers Trust Company, as administrative agent, 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 lenders party thereto (agreement entered into in connection therewith or in connection with the Transactions are hereinafter referred to as amended, supplemented, modified, extended or restated from time to timethe "Transaction Documents"). Following the Transactions, the "Senior Credit Agreement")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 herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 750,000,000 in aggregate principal amount of its 9% Senior Subordinated Notes due 2010 2008, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "GuaranteesNOTES" and, together with the Notesguarantee of each Guarantor (the "GUARANTEE"), the "SecuritiesSECURITIES") by the Guarantors on a senior basis). The Securities Notes are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25September 30, 2002 1998 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum circular dated January 7September 25, 2002 1998 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumOFFERING CIRCULAR") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering under the Securities circumstances set forth therein (i) a registration statement (the "REGISTRATION STATEMENT") under the Act relating to the Company's 9% Senior Subordinated Notes due 2008, Series B (the "EXCHANGE NOTES"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"PRIVATE EXCHANGE NOTES") under by the Act. In connection with the sale Initial Purchasers pursuant to an exchange of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 250,000,000 aggregate principal amount of its 912% Senior Subordinated Notes due 2010 2010, Series A (the "Notes"). The Notes will be unconditionally guaranteed ----- (collectively the "Guarantees" and, together with ") on a senior subordinated basis by each of the Notes, ---------- Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. ." The Securities are to be issued under an indenture ---------- (the "Indenture") to be dated as of January 25July 21, 2002 2000 by and between among the Company Company, the --------- Subsidiary Guarantors and U.S. Bank, N.A.Bankers Trust Company, as trustee Trustee (the "Trustee"). ------- The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. --- In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7June 26, 2002 2000 (the "Preliminary Memorandum") and a final offering memorandum ---------------------- dated January 17July 18, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the --------- "Registration Rights Agreement"), pursuant to which the Company and the ----------------------------- Subsidiary Guarantors will agreehave agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange ---------------------- Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as ---------- defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 105,000,000 aggregate principal amount of its 910 1/8% Senior Subordinated Notes due 2010 2005 (the "NotesNOTES"). The Notes will be unconditionally guaranteed (the "GuaranteesGUARANTEES" and, together with the Notes, the "SecuritiesSECURITIES") by the Guarantors each Guarantor on a senior subordinated basis. The Securities are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25July 15, 2002 by 1997 among the Company, the Guarantors and between the Company and U.S. Norwest Bank, Minnesota, N.A., as trustee Trustee (the "TrusteeTRUSTEE"). Shortly after the issuance and sale of the Securities, the Company will terminate its existing senior credit facility and execute a new senior secured revolving credit facility (together with all documents executed in connection therewith, the "CREDIT AGREEMENT") among the Company, its subsidiaries, Bankers Trust Company, as agent, and certain financial institutions party thereto which will provide revolving borrowing availability of up to $75.0 million, subject to a borrowing base. The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7July 2, 2002 1997 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated January 17July 18, 2002 1997 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which each of the Company and the Guarantors will agreeIssuers has agreed, among other things, to file a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering the exchange of the Securities or for the Exchange Notes Securities (as defined in the Registration Rights Agreement) or, in certain circumstances, the resale of the Securities under the Act. In connection with the sale of This Agreement, the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, Indenture and the other lenders party thereto (Registration Rights Agreement are herein collectively referred to as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementOFFERING DOCUMENTS." The issuance of the Securities and the consummation of the other transactions contemplated hereby are herein collectively referred to as the ")TRANSACTIONS."

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 50,000,000 aggregate principal amount of its 97% Senior Notes due 2010 2014 (the "“Notes"”). The Notes will be unconditionally guaranteed (the "“Guarantees" and, together with the Notes, the "Securities"”) by the Guarantors on a senior basisbasis by the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture (the "“Indenture"”) dated as of March 22, 2004 by and among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”), 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 be dated as of January 25, 2002 by and between on or prior to the Company and U.S. Bank, N.A., as trustee (the "Trustee")Closing Date. The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7November 28, 2002 2005 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 17November 28, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Any reference herein to the Preliminary Memorandum or the Final Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company and the Subsidiary Guarantors will agreehave 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"”) registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 75,000,000 aggregate principal amount of its 910 3/8% Senior Subordinated Notes due 2010 2008 (the "NotesNOTES"). The Notes will be unconditionally guaranteed (( the "Guarantees" andGUARANTEES", and together with the Notes, the "SecuritiesSECURITIES") by the Guarantors on a senior basissubordinated basis by Holdings, Xxxxx Rite Aerospace, Inc., Champion Aerospace Inc., Christie Electric Corp., Marathon Power Technologies Company and ZMP, Inc. (collectively, the "GUARANTORS"). The Securities are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25December 3, 2002 1998 as supplemented on April 23, 1999 and June 26, 2001 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.State Street Bank and Trust Company, as trustee (the "TrusteeTRUSTEE"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7May 29, 2002 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated January 17June 4, 2002 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM") setting forth or including including, among other things, a description of the terms of the Securities, a description of the terms of the offering of the Securities, and a description of the Company and the Guarantors Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company and the Guarantors will agreehave agreed, among other things, to file a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering the Securities Securities, or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers (the "Offering") $450,000,000 400,000,000 aggregate principal amount of its 97-1/4% Senior Notes due 2010 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25May 29, 2002 2003 by and between among the Company Company, the Subsidiary Guarantors and U.S. Wells Fargo Bank, N.A.National Association, as trustee Trustee (the "Trustee"). Thx Xxxes will be unconditionally guaranteed (the "Guarantees") on a senior subordinated basis by each of the Subsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum dated January 7May 14, 2002 2003 (including the information incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "Offering Memorandum") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Concurrently with the sale of the Notes, the Company, DHM Holding Company, Inc., a Delaware corporation ("Holdings") and Solvest, Ltd. ("Solvest") will enter into an amendment (the "Amendment") to its existing senior secured credit facility (the "Senior Credit Facility") dated as of March 28, 2003 by and among the Company, the agents named therein and the lenders party thereto from time to time to, among other things, permit the issue and sale of the Notes. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Initial Purchaser, severally and not jointly, the Initial Purchasers $450,000,000 aggregate principal amount of its 9% Notes (as defined below) set forth in Schedule A opposite the name of such Initial Purchaser. The Second Priority Senior Secured Floating Rate Notes due 2010 2009 (the "“Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities"”) by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "“Indenture"”) to be dated as of January 25September 30, 2002 2004 by and between the Company Company, the guarantors listed on Schedule 1 (the “Guarantors”) and U.S. Bank, N.A.Bank National Association, as trustee Trustee (the "“Trustee"”), and will be guaranteed on a second priority senior secured basis by each of the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared and delivered a preliminary offering memorandum dated January 7September 10, 2002 2004, including any amendments, supplements, exhibits and documents incorporated by reference therein (the "“Preliminary Memorandum"”) and will prepare and deliver a final offering memorandum dated January 17September 23, 2002 2004, including any amendments, supplements, exhibits and documents 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 including, among other things, a description of the terms of the Securities and the collateral securing the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Concurrently with the issuance of the Securities, the Company will pay in full all amounts outstanding (including all accrued and deferred interest) under the Third Amended and Restated Loan and Security Agreement dated as of December 31, 2002 (as amended from time to time) among the Company, as borrower, the guarantors party thereto from time to time, General Electric Capital Corporation, as administrative agent (the “Administrative Agent”) and the lenders (the “Lenders”) party thereto from time to time (the “Credit Agreement”), and all indebtedness evidenced by the Company’s 11% senior subordinated notes (the “Existing Subordinated Notes”). The Securities will be secured on a second priority basis by liens on substantially all assets of the Company and the Guarantors as described in the Final Memorandum (the “Collateral”), and documented by the Collateral Documents (as defined in the Indenture). The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the 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"”) registering the Securities Notes, the Guarantees or the Exchange Notes and the related guarantees thereof (as defined in the Registration Rights Agreement) under the Act. In connection with All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in a Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference into such Memorandum; and all references in this Agreement to amendments or supplements to a Memorandum shall be deemed to mean and include the sale filing of any document under the Securities, Securities Exchange Act of 1934 (the Company “1934 Act”) that is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")incorporated by reference in such Memorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 750,000,000 in aggregate principal amount of its 98% Senior Notes due 2010 2008, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "GuaranteesNOTES" and, together with the Notesguarantee of each Guarantor (the "GUARANTEE"), the "SecuritiesSECURITIES") by the Guarantors on a senior basis). The Securities Notes are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25November 17, 2002 1998 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee (the "TrusteeTRUSTEE"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum dated January 7November 12, 2002 1998 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumOFFERING MEMORANDUM") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering under the Securities circumstances set forth therein (i) a registration statement (the "REGISTRATION STATEMENT") under the Act relating to the Company's 8% Senior Notes due 2008, Series B (the "EXCHANGE NOTES"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"PRIVATE EXCHANGE NOTES") under by the Act. In connection with the sale Initial Purchasers pursuant to an exchange of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 43,500,000 aggregate principal amount at maturity of its 9% Senior Notes due 2010 Discount Notes, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25February 20, 2002 1998 by and between the Company and U.S. Bank, N.A.United States Trust Company of New York, as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 728, 2002 1998 (the "Preliminary Memorandum") and a final offering memorandum dated January 17February 13, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In The Notes are being issued in connection with the sale consummation of the Securitiestransactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the Company is concurrently entering into "Stock Purchase Agreement") between Tidewater, Inc. ("Tidewater") and TW Acquisition Corp. ("TW"), a new $355,000,000 aggregate principal amount senior credit facility among wholly owned subsidiary of the Company, pursuant to which TW will acquire 100% of the guarantors named thereinvoting 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 due 2008 (the "TW Notes"); (ii) 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 Company (the "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 administrative agent, and the other lenders party thereto lending institutions (as amended, supplemented, modified, extended or restated from time to time, the "Senior 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, the Credit Agreement and the Merger Agreement are collectively referred to herein as the "Transaction Documents". All references in this Agreement to the "Company" mean Universal Compression Holdings, Inc.

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $450,000,000 100,000,000 aggregate principal amount of its 9their 8-7/8% Senior Secured Notes due 2010 2008, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture dated as ----- of February 9, 2001, as supplemented by a First Supplemental Indenture dated September 11, 2001 (the "Indenture") to be dated as of January 25, 2002 by and between among the Company Issuers and U.S. Bank, N.A.The Bank of --------- New York, as trustee Trustee (the "Trustee"). ------- The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in --- reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers and Universal Compression, Inc., a Texas corporation (the "Company"), have prepared a preliminary an ------- offering memorandum dated January 7, 2002 the date hereof (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Issuers, the Company and the Guarantors and any material developments relating to the Issuers and the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights --------- ------------------- Agreement"), pursuant to which the Issuers, the Company and the Guarantors will agreeUniversal --------- 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") registering the Securities ---------- Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In The Notes are being issued in connection with (i) BRL borrowing approximately $18,300,000 (the sale "BRL Term Loan") under the Tranche B Loan ------------- Agreement (as amended, the "BRL Term Loan Agreement") and (ii) 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 First Amended and Restated Agreement of Limited Partnership of BRL Universal Equipment 2001 A, L.P. (the "Partnership Agreement"). BRL will apply the proceeds from --------------------- the issuance of the SecuritiesNotes, the BRL Term Loan and the Partnership Contribution to acquire at least $122,000,000 of appraised value of domestic gas compression equipment (the "Equipment") from the Company. Contemporaneously with the --------- acquisition of the Equipment, BRL will lease the Equipment to the Company is concurrently entering pursuant to an Equipment Lease Agreement dated February 9, 2001, as amended by a First Amendment to Equipment Lease Agreement dated October 15, 2001 (the "Lease"), between BRL and the Company and also enter into a new $355,000,000 aggregate principal amount senior credit facility First Amended and Restated Participation Agreement (the "Participation Agreement"), dated October ----------------------- 15, 2001, among BRL, the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, Trustee and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to timeparties thereto. The BRL Term Loan Agreement, the Partnership Agreement, the Lease and the Participation Agreement are collectively referred to herein as the "Senior Credit Agreement")Transaction ----------- Documents." ---------

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 25,000,000 aggregate principal amount of its 97.375% Senior Notes due 2010 2019 (the "“Notes"”). The Notes are to be issued under that certain Indenture dated as of January 28, 2011, as supplemented by that certain First Supplemental Indenture dated as of May 6, 2011 and that certain Second Supplemental Indenture dated as of January 15, 2013 (as supplemented, the “Indenture”), by and among the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The Company has previously issued $250,000,000 in aggregate principal amount of its 7.375% Senior Notes due 2019 under the Indenture (the “Existing Notes”). The Notes constitute an issuance of “Additional Notes” under the Indenture. Except as otherwise described in the Pricing Disclosure Package (as defined below), the Notes will have identical terms to the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the "“Guarantees" ” and, together with the Notes, the "“Securities"”) by the Guarantors on a senior unsecured basis. The Securities are to be issued under an indenture (, jointly and severally, by the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee")Guarantors. The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has and the Guarantors have prepared a preliminary offering memorandum dated January 7November 19, 2002 2014 (the "“Preliminary Memorandum") and a final offering memorandum dated January 17, 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 Securities, Securities and the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").developments

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 50,000,000 aggregate principal amount of its 911% Senior Secured Notes due 2010 2013, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture, dated as of February 7, 2003 (the "Indenture"), pursuant to which $300,000,000 of notes of the same series were previously issued, as amended and supplemented by a supplemental indenture (the "First Supplemental Indenture") to be dated as of January 25, 2002 by and the Closing Date (as hereinafter defined) between the Company and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17July 29, 2002 2003 which includes as a part thereof the final prospectus contained in the Company's Registration Statement on Form S-4 (Commission File No. 333-104485) relating to the exchange of the notes originally issued pursuant to the Indenture (collectively, 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 SecuritiesNotes and the collateral securing the Notes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Notes will be secured by liens on certain real property of the Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the "Mortgaged Properties") and certain other assets of the Company as described in the Final Memorandum (the "Pledged Collateral"), and 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, the "Collateral Documents"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject The Company and NB Finance propose, subject to the terms and conditions herein containedherein, the Company proposes to issue and sell to the several Initial Purchasers named in Schedule 1 hereto $450,000,000 160,000,000 aggregate principal amount of its 9their 10 1/2% Senior Notes due 2010 Due 2011 (the "“Notes"”). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be indenture, dated as of January 25August 6, 2002 by and between 2003 (the Company “Indenture”), among the Issuers and U.S. Bank, N.A.Bank National Association, as trustee Trustee (the "“Trustee"”). 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 Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers have prepared a preliminary offering memorandum dated January 7July 22, 2002 2003 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 17July 31, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein. The Notes are being sold in connection with the consummation of the acquisition (the “Acquisition”) by U.S. Premium Beef, Ltd. (“USPB”) and others of the partnership interests of Farmland National Beef Packing Company, L.P. that USPB does not currently own pursuant to the that certain Asset Sale and Purchase Agreement (the “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 offering of the Notes, the Company will enter into a third amended and restated credit agreement to be dated as of the Closing Date (as defined in Section 3 below) by and among the Company, U.S. Bank National Association and the other lenders party thereto (the “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 the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company and the Guarantors Issuers will agree, among other things, to file a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“Commission"”) registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. This Agreement is being entered into by NB Acquisition, which will be involved in the Acquisition, and NB Finance, which is a wholly owned subsidiary of NB Acquisition. In connection with the sale consummation of the SecuritiesTransactions (as defined herein), as discussed in the Final Memorandum, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among shall execute this Agreement on the CompanyClosing Date and will observe and perform all of the rights, obligations and liabilities herein as if it were an original signatory hereto. Upon execution of this Agreement by the 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 Closing Date, the guarantors named thereinIssuers, Bankers Trust Company, hereby agree with the several Purchasers as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").follows:

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 500,000,000 aggregate principal amount of its 98 7/8% Senior Subordinated Notes due 2010 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Subsidiary Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25June 23, 2002 by and between 1997, among the Company and U.S. BankCompany, N.A.The Bank of New York, a New York banking corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Securities Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Commission promulgated thereunder, the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7June 10, 2002 1997 (including the documents incorporated by reference therein, the "Preliminary Memorandum") ), and a final offering memorandum dated January June 17, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Subsidiary Guarantors understand that the Initial Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 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 ("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. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), dated as of June 17, 1997 among the parties hereto pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with Act or (ii) a shelf registration statement pursuant to Rule 415 under the sale Act relating to the resale of the SecuritiesNotes, by holders thereof or, if applicable, relating to the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto resale of Private Exchange Notes (as amended, supplemented, modified, extended or restated from time defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to time, an exchange of the "Senior Credit Agreement")Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers (the "Offering") $450,000,000 475,000,000 aggregate principal amount of its 98-7/8% Senior Notes due 2010 2011 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25March 28, 2002 2003 by and between among the Company Company, the Subsidiary Guarantors and U.S. Wells Fargo Bank, N.A.National Association, as trustee Trustee (the "Trustee"). Thx Xxxes will be unconditionally guaranteed (the "Guarantees") on a senior subordinated basis by each of the Subsidiary Guarantors and, unless the context otherwise requires, any reference to the Notes shall include a reference to the related Guarantees. The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7March 5, 2002 2003 (the "Preliminary Memorandum") and a final offering memorandum dated January March 17, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Notes are being sold in connection with the consummation of a merger (the "Merger") of DHM Acquisition Company, Inc., a Delaware corporation, with and into the Company pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of December 18, 2002 among DHM Acquisition Company, Inc., DHM Holding Company, Inc., a Delaware corporation ("Holdings"), 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 the amount of up to $1,125.0 million with Deutsche Bank AG New York, as administrative agent, and the other lenders party thereto (the "Senior Credit Facility"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 60,000,000 aggregate principal amount of its 97% Senior Notes due 2010 2014 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with ") on a senior basis by the Notes, Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. ." The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25March 22, 2002 2004 by and between among the Company Company, the Subsidiary Guarantors and U.S. Bank, N.A.Bank National Association, as trustee Trustee (the "Trustee"), as amended by that certain Supplemental Indenture dated as of July 20, 2004 by and among the Company, the Subsidiary Guarantors and the Trustee. The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17as of October 29, 2002 2004 (the "Final Memorandum"; ), substantially in the Preliminary Memorandum 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 Final Memorandum Form 8-K dated October 26, 2004, in each herein being referred to case, as a "Memorandum"filed by the Company with the Commission (as defined below) and setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Form 10-Q for the quarter ended September 30, 2004 will contain the Company’s nine months ended financial statements, which shall not in substance be materially different from nine months ended financial statements contained in the the Company’s Form 8-K dated October 26, 2004. Any reference herein to the Memorandum shall be deemed to refer to and include the documents incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Subsidiary Guarantors will agreehave 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 200,000,000 aggregate principal amount of its 98-3/4% Senior Subordinated Notes due 2010 2007, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notesguarantee of each Guarantor (the "Guarantee"), the "Securities") by the Guarantors on a senior basis). The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25June 24, 2002 1997 by and between among the Company Company, the Guarantors and U.S. BankTrust Company of Texas, N.A., as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17June 18, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering under the Securities 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"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"Private Exchange Notes") under by the Act. In connection with the sale Initial Purchasers pursuant to an exchange of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions -------------- herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 200,000,000 aggregate principal amount of its 910 1/4% Senior Subordinated Notes due 2010 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25October 23, 2002 by 1997, among the Company, the Guarantors and between the United States Trust Company and U.S. Bank, N.A.of New York, as trustee (the "Trustee"). The Securities Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Notes will be offered and sold to the Initial Purchasers without being registered under the 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. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7September 29, 2002 1997 (the "Preliminary Memorandum") and a final offering memorandum dated January October 17, 2002 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 Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors its subsidiaries and Lil' Champ Food Stores, Inc., a Florida corporation ("Lil' Champ") and any material developments relating to the Company and its subsidiaries and Lil' Champ occurring after the date of the most recent historical financial statements included therein. The Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 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 ("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 Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the a Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit Annex A among the parties hereto (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the 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 connection 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 is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and will execute and deliver this Agreement and the other lenders party thereto (Guarantees and become subject to all of the provisions of this Agreement and the Guarantees as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")a Guarantor.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 100,000,000 aggregate principal amount of its 99 1/8% Senior Subordinated Notes due 2010 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 will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25April 24, 2002 1998 by and between the Company, the Guarantors and United States Trust Company and U.S. Bank, N.A.of New York, as trustee Trustee (the "Trustee"). The Notes will be guaranteed (collectively, the "Guarantees") on 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 Company and the Guarantors are collectively referred to herein as the "Issuers". The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7March 31, 2002 1998 (the "Preliminary Memorandum") ), and a final offering memorandum dated January April 17, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and Company, a description of the Guarantors Recapitalization (as defined below) and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. As described in the Preliminary Memorandum and the Final Memorandum, the offering of the Notes 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 sale of the SecuritiesRecapitalization, (i) the Company is concurrently entering and the Guarantors will enter into a new $355,000,000 aggregate principal amount senior credit facility among (the Company, the guarantors named therein, "New Credit Facility") with Bankers Trust CompanyNew 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) the other lenders party thereto Company will receive up to $99.1 million (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementEquity 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 (ii) approximately $27.8 million from the sale of New Preferred Stock of the Company (the "New Preferred Stock").

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 100,000,000 aggregate principal amount of its 910 3/8% Senior Subordinated Notes due 2010 Due 2007, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the ----- "Guarantees" and, together with the Notes, the "Securities") on a senior subordinated basis by the Guarantors named on a senior basisthe ---------- signature pages hereto (the "Guarantors"). The Securities Notes are to be issued under an ---------- indenture (the "Indenture") to be dated as of January 25October 15, 2002 1997 by and between among the Company --------- Company, the Guarantors and U.S. Bank, N.A.IBJ Xxxxxxxx Bank & Trust Company, as trustee Trustee (the "Trustee"). -------- Prior to the issuance and sale of the Notes, the Company entered into a senior secured revolving credit facility (together with all documents executed in connection therewith, the "Credit Agreement") among the Company, the ---------------- Guarantors and First Union National Bank. The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in --- reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7October 8, 2002 1997 (the "Preliminary ----------- Memorandum") ), and a final offering memorandum dated January 17October 24, 2002 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 de- ---------- scription of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights --------- ------------------- Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to --------- file a registration statement (the "Registration Statement") with the Securities ---------------------- and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 121,500,000 aggregate principal amount of its 98 7/8% Senior Subordinated Notes due 2010 2012, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with Guarantee") on a senior subordinated basis by the Notes, Guarantor. The Notes and the Guarantee are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. ." The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25February 20, 2002 2004 by and between among the Company Company, the Guarantor and U.S. Xxxxx Fargo Bank, N.A., as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom; provided that the representations and warranties of the Initial Purchasers contained in Section 8 hereof are true, accurate and complete and the offer and sale of the Securities is conducted in the manner set forth in the Final Memorandum. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7February 2, 2002 2004 (the "Preliminary Memorandum") and a final offering memorandum dated January 17February 12, 2002 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 Securities, the terms of the offering of the Securities, and a description of the Company and the Guarantors Guarantor. In connection with the offering of the Securities, the Company, the Guarantor and any material developments relating certain other Subsidiaries (as defined below), LaSalle Bank N.A., as agent and the lenders thereunder will enter into an amendment to the Company occurring after Company's existing revolving credit agreement (the date "Credit Agreement"). Concurrently with the offering of the most recent historical financial statements included thereinSecurities, the Company will sell (the "CVC Sale") $19,400,000 aggregate principal amount of its 8% Senior Subordinated Notes due 2012, Series A (the "CVC Notes"), issued under the 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 the Registration Rights Agreement to be dated January 25, 2002, substantially 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 Company and the Guarantors Issuers will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), under the circumstances set forth therein, (i) registering a registration statement under the Securities or Act (the "Exchange Offer Registration Statement") relating to the notes (the "Exchange Notes," which term includes the related guarantee of the Subsidiary Guarantor) to be offered in exchange (the "Exchange Offer") for the Notes and (ii) 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 by certain holders of the Notes, and 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"), the Notes, the Guarantee, the Exchange Notes and related guarantee, the Private Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securitiesand related guarantee, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, Indenture and the other lenders party thereto (Registration Rights Agreement are hereinafter referred to collectively as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementOperative Documents.").

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $450,000,000 100,000,000 aggregate principal amount of its 9the Issuer's 11 1/2% Senior Subordinated Notes due 2010 2007 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and") 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") by the Guarantors on a senior basis. ." The Securities are to be issued under an indenture (the "Indenture") to be dated the Closing Date (as of January 25, 2002 defined below) by and between among the Company Issuer, the Guarantors and U.S. Bank, N.A.Bankers Trust Company, as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers you without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefromtherefrom and pursuant to exemptions from the prospectus and registration requirements of the Securities Act (Nova Scotia). In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum dated January 7October 30, 2002 1997 (the "Preliminary Memorandum") and a final offering memorandum dated January 17November 14, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company Issuer and the Guarantors and any material developments relating to the Company Issuer and the Guarantors occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 100,000,000 aggregate principal amount of its 9-7/8% Senior Notes due 2010 2008 (the "Notes"). The obligations of the Company under the Indenture (defined below) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25June 8, 2002 by 1998 among the Company, the Guarantors and between the Company and U.S. Bank, N.A.Bank of New York, as trustee (the "Trustee"). The Securities Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Notes will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the 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. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7May 11, 2002 1998 (including the documents annexed thereto, the "Preliminary Memorandum") and a final offering memorandum dated January 17June 3, 2002 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 Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. 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 Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("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 Securities Act. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25as of June 8, 2002, substantially in 1998 among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the sale Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Company is concurrently entering into a new 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 $355,000,000 aggregate principal amount senior credit facility among 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, the guarantors named therein, Bankers Trust CompanyN.A., as administrative 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 party thereto in connection with an amendment to the Existing Credit Facility (as amended, supplemented, modified, extended or restated from time to timecollectively, the "Senior Credit AgreementTransactions"). 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 herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 152,250,000 aggregate principal amount of its 911 1/4% Senior Subordinated Notes due 2010 2009 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed on a senior subordinated basis (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors and on a senior joint and several basis, by each Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25June 16, 2002 by 1999, among the Company, the Guarantors and between the Company and U.S. Bank, N.A.IBJ Whitehall Bank & Trust Company, as trustee (the "Trustee"). The Securities Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the 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. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7May 26, 2002 1999 (the "Preliminary Memorandum") and a final offering memorandum dated January 17June 14, 2002 1999 (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 Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Issuers understand that the Initial Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 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 ("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 Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25as of June 16, 2002, substantially in 1999 among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the sale Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the CompanyExchange Notes, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto Private Exchange Notes (as amendeddefined in the Registration Rights Agreement), supplementedthe Indenture, modifiedthe 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 an overall plan to recapitalize and restructure certain of the indebtedness of Consorcio G Grupo Xxxx, extended or restated from time to timeS.A. de C.V. ("Grupo Xxxx") and its subsidiaries, including the Issuers. The recapitalization and restructuring will include the following transactions (collectively, the "Senior Credit AgreementTransactions").):

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 275,000,000 aggregate principal amount of its 95.25% Senior Notes due 2010 2022 (the "“New Notes"”). The New Notes are to be issued under that certain indenture (the “Indenture”) dated as of February 27, 2014 by and among the Company, the Griffon Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The New Notes will be unconditionally guaranteed have the benefit of the guarantees (the "“Guarantees" ” and, together with the New Notes, the "“Securities"”) by provided for in the Guarantors on a senior basisIndenture. The Securities are being issued in connection with the acquisition of ClosetMaid Corporation, a Florida corporation (“ClosetMaid”) and certain other entities and certain other assets relating to be issued under an indenture the ClosetMaid line of business providing residential storage and organization solutions from Xxxxxxx Electric Co., a Missouri corporation (“Emerson”), by ClosetMaid Acquisition Corp. (“Acquisition Corp.”), a Delaware corporation (the "Indenture"“Acquisition”) pursuant to be an Asset and Stock Purchase Agreement (as amended prior to the date hereof), dated as of January 25September 1, 2002 by 2017, between Acquisition Corp. and between Emerson. On September 12, 2017, Acquisition Corp. was converted into a Delaware limited liability company and renamed ClosetMaid LLC (“CMLLC”). Upon consummation of the Company Acquisition (the date of the consummation of the Acquisition, if the Acquisition is consummated, the “Acquisition Date”), ClosetMaid will merge with and U.S. Bankinto CMLLC, N.A.with CMLLC remaining as the surviving entity and CMLLC will become a wholly owned subsidiary of the Company. Unless the Acquisition is consummated on a date that is subsequent to the Closing Date, the Acquisition Date, as trustee referred to herein, shall be the same date as the Closing Date. Immediately after the consummation of the Acquisition, CMLLC (the "Trustee")“ClosetMaid Guarantor” and, together with the Griffon Guarantors, the “Guarantors”) shall execute and deliver (i) a joinder agreement to this Agreement (the “Purchase Agreement Joinder”) substan- tially in the form attached hereto as Exhibit A, whereby the ClosetMaid Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if they were original signatories hereto as Guarantors, (ii) a supplemental indenture to the Indenture (the “Supplemental Indenture”) whereby the ClosetMaid Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated in the Indenture as if they were original signatories thereto as Guarantors and (iii) a joinder to the Registration Rights Agreement (as defined below) (the “Registration Rights Agreement Joinder”) whereby the ClosetMaid Guarantor will agree to observe and fully perform all of the rights, obligations and liabilities contemplated in the Registration Rights Agreement as if they were original signatories thereto as Guarantors. The representations, warranties, authorizations, acknowledgments, covenants and agreements of the ClosetMaid Guarantor under this Agreement shall not become effective until the execution by them of the Purchase Agreement Joinder, at which time such representations, warranties, authorizations, acknowledgments, covenants and agreements shall become effective as if made on the date hereof, and the ClosetMaid Guarantor and its directors, officers and controlling persons shall not have any rights hereunder including, without limitation, under Section 9 hereof, until they have executed the Purchase Agreement Joinder. The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with The Company has previously issued $725,000,000 in aggregate principal amount of their 5.25% Senior Notes due 2022 under the sale of Indenture (the Securities, “Existing Notes”). The New Notes offered by the Company has prepared a preliminary offering memorandum dated January 7, 2002 (pursuant to this Purchase Agreement constitute an issuance of “Additional Notes” under the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to Indenture. Except as a "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially otherwise described in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes Pricing Disclosure Package (as defined in below), the Registration Rights Agreement) New Notes offered by the Company pursuant to this Purchase Agreement will rank equally with, and will have identical terms to, the Existing Notes and will be treated as a single class of notes for all purposes under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Indenture.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers the number of Units (as defined below) stated opposite the respective names thereof on Schedule 1 hereto, each consisting of 1 share of 14-3/4% Redeemable Preferred Stock due 2008, par value $450,000,000 aggregate principal amount of its 9% Senior Notes due 2010 1.00 per share (collectively, the "NotesPreferred Stock"). The Notes will be unconditionally guaranteed , and one Warrant (collectively, the "GuaranteesWarrants," and, together with the NotesPreferred Stock, the "SecuritiesUnits") initially to purchase 80.318 shares (the "Initial Warrant Shares") of the Company's common stock (the "Common Stock"), subject to adjustment which would result in each Warrant being exercisable for 22.645 shares of Common Stock (the "Additional Warrant Shares" and together with the Initial Warrant Shares, the "Warrant Shares") in the event the Company fails to raise net proceeds of at least $50,000,000 through the issue and sale of its qualified capital stock (as defined in the Warrant Agreement described below)(other than preferred stock) on or before December 31, 1998 (the "Warrant Adjustment Date"). Each Purchaser will purchase that amount of Units stated opposite its name on Schedule 1 hereto and will not be responsible for the purchase of any Units to be bought by the Guarantors on a senior basisother Purchasers hereunder. The Securities Warrants are to be issued under an indenture a warrant agreement (the "IndentureWarrant Agreement") to be dated as of January 25, 2002 by and entered into between the Company and U.S. Chase Manhattan Bank, N.A., as trustee Warrant Agent (the "TrusteeWarrant Agent"). The Units, the Preferred Stock and the Warrants are herein collectively referred to as the "Securities." The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on one or more exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7June 11, 2002 1997 (the "Preliminary Memorandum") and a final offering memorandum dated January 17July 3, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of (i) the Preferred Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Preferred Registration Rights Agreement"), pursuant to among the Company, the Purchasers, BT Securities, Inc. and Alex. Brown & Sons Incorporated (collectively, the "Xxxtixx Xxrchasers"), which will require the Company and the Guarantors will agreeCompany, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering under the Securities or circumstances set forth therein a shelf registration statement (the Exchange Notes "Registration Statement") pursuant to Rule 415 under the Act relating to the resale of the Preferred Stock by Holders thereof and to use its best efforts to cause such registration statement to be declared effective, (as defined in ii) a Supplemental Registration Rights Agreement (the "Supplemental Registration Rights Agreement") containing certain demand registration rights and (iii) the Warrant Agreement which will require the Company, among other things, to file with the Commission under the ActAct a registration statement (the "Equity Registration Statement") registering the resale of the Warrants and Warrant Shares, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. In connection with This purchase agreement (the sale of "Agreement"), the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the CompanyWarrant Agreement, the guarantors named therein, Bankers Trust Company, as administrative agent, Preferred Registration Rights Agreement and the other lenders party thereto (Supplemental Registration Rights Agreement are herein collectively referred to as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementOffering Documents.").

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $450,000,000 300,000,000 aggregate principal amount of its 99 1/4% Senior Subordinated Notes due 2010 2007 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and") on a joint and several basis by each of Sky Chefs, together with CII, the NotesAdditional Guarantors and Caterair (collectively, the "SecuritiesGuarantors") by the Guarantors on a senior basis). The Securities are to Notes and the related Guarantees will be issued under pursuant to an indenture Indenture (the "Indenture") to be dated as of January 25, 2002 by and between among the Company Issuer, the Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee (the "Trustee"). The Notes and the related Guarantees are hereinafter referred to collectively as the "Securities." 2 -2- The Securities are being issued and sold in connection with the repayment and retirement of the 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 "Existing 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") and a senior secured credit agreement among Caterair, the Issuer, certain other parties and certain lenders (the "Caterair Credit Agreement," and together with the SCIS Credit Agreement, the "Senior Bank Financing"). The Securities will be offered and sold to the Initial Purchasers you without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum memorandum, dated January August 7, 2002 1997 (the "Preliminary Memorandum") ), and a final offering memorandum memorandum, dated January 17August 22, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors Issuer and any material developments relating to the Company Issuer occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $450,000,000 175,000,000 aggregate principal amount at maturity of its 9their 10-7/8% Senior Discount Notes due 2010 2004 (the "Notes"). The obligations of the Issuers under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25September 30, 2002 by 1997, among the Issuers, the Guarantors and between the Company and U.S. Bank, N.A.Wilmington Trust Company, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the 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. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7September 5, 2002 (1997, the "Preliminary Memorandum") and a final offering memorandum dated January 17September 24, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Issuers and the Guarantors understand that the Initial Purchasers propose to make an offering of the Securities only on the terms and in the manner set forth in the Memorandum and Section 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 ("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 Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in as of the form attached Closing Date among the parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreeObligors have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the 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 connection 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 SecuritiesSecurities as contemplated by this Agreement, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among consummation of the CompanyRevolving Credit Facility and the Capital Lease Facilities (each as defined and described in the Final Memorandum), the guarantors named thereinParent Equity Contribution, Bankers Trust Companythe Intermediate Equity Contribution, as administrative agent, the St. Louis LMA and the other lenders party thereto (Acquisitions are collectively referred to herein as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementTransactions.").

The Securities. Subject to the terms and conditions -------------- herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 180,000,000 aggregate principal amount of its 97 3/4% Senior Subordinated Notes due 2010 2012, Series C (the "Notes") having the terms set forth in that certain Indenture, dated as of December 20, 2002 (the "Indenture"), between the Company and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company (the "Trustee). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than 9:00 a.m. on February 4, 2003 copies of the Securitiesan offering memorandum to be dated January 28, 2003 (including documents incorporated by reference therein, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the 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, and any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), after the date of the Memorandum, unless otherwise noted. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement Agreement, in form and substance reasonably satisfactory to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A Initial Purchasers (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with On the Closing Date (as defined in Section 3 below), the Initial Purchasers will transfer the net proceeds of the sale of the SecuritiesNotes 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 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 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) 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 Company. Upon the satisfaction of certain conditions as set forth in the Escrow Agreement, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, Escrowed Funds will be released as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")set forth in Section 3.

The Securities. Subject to the terms and conditions 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 $450,000,000 1,000 aggregate principal amount at maturity of its 9the Issuers' 12% Senior Secured Discount Notes due 2010 2005 (the "Notes") and one membership unit of the Company (each, a "Membership Unit"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25September 30, 2002 by 1997, among the Issuers and between the Company and U.S. Bank, N.A.Wilmington Trust Company, as trustee (the "Trustee"). The Units, Notes and Membership Units are hereinafter referred to collectively as the "Securities." The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the 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. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7September 17, 2002 (1997, the "Preliminary Memorandum") and a final offering memorandum dated January 17September 24, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Issuers understand that the Initial Purchasers Purchaser proposes to make an offering of the Securities only on the terms and their in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("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 Securities Act. The Initial Purchaser and its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in as of the form attached Closing Date among the parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the sale Securities Act relating to the resale of the SecuritiesNotes by holders thereof or, if applicable, relating to the Company is concurrently entering into resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the 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 new $355,000,000 aggregate principal amount senior credit facility Membership Unitholders Agreement dated as of the Closing Date among the Company, the guarantors named therein, Bankers Trust Company, ACME Parent (as administrative agent, defined) and the other lenders party thereto Initial Purchaser (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit 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 herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 115,000,000 aggregate principal amount of its 910 3/4% Senior Secured Notes due 2010 2006 (collectively, with the Guarantees defined below, the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities notes are to be issued under an indenture (the "Indenture") to be dated as of January 25October 23, 2002 1996 by and between among the Company and U.S. the Guarantors and The Chase Manhattan Bank, N.A., as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7September 27, 2002 1996 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated January 17October 21, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company and the Guarantors occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser of the Notes and their its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeGuarant- ors have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 50,000,000 aggregate principal amount of its 911 1/4% Senior Secured Notes due 2010 2005, Series A (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and, together with the 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 on a senior basis"Guarantors" and, together with the Company, the "Issuers"). The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25September 1, 2002 1998 by and between among the Company, the Guarantors, and State Street Bank and Trust Company and U.S. Bank, N.A., as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers have prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum circular dated January 17August 26, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company and the Guarantors occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25as of the Closing Date (as defined in Section 3 below), 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection 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 dated as of the Closing Date (the "Security Agreement") pursuant to which the Company has agreed, among other things to grant a first priority security interest in the property, plant and equipment of ASARCO Incorporated's ("ASARCO") Missouri Lead Division (the "ASARCO MLD") in accordance with the sale terms of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Indenture.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 100,000,000 aggregate principal amount of its 99 3/8% Senior Notes due 2010 2006 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and, together with ") on a senior basis by each of the Notes, Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25October 15, 2002 1996 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.Wilmington 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 Merger Sub will be merged (the "Merger") with and into CPG Investors Inc., a Delaware corporation ("CPG"). The Company has entered into a Stock Purchase Agreement (the "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 Delaware 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 Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7September 19, 2002 1996 (the "Preliminary Memorandum"), a preliminary offering memorandum supplement dated October 2, 1996 (the "Supplement") and a final offering memorandum dated January 17October 4, 2002 1996 (the "Final Memorandum"; the Preliminary Memorandum 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 Securities, the terms of the offering of the Securities, a description of the Company Company, CPG, Arcon and the Guarantors their respective subsidiaries and any material developments relating to the Company Company, CPG, Arcon and their respective subsidiaries occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) and related guarantees under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $450,000,000 400,000,000 aggregate principal amount of its 96.00% Senior Notes due 2010 2025 (the "“Notes"”). The payment of principal, premium, if any, and interest on the Notes will be jointly, severally, fully and unconditionally guaranteed (the "Guarantees" and, together with the Notescollectively, the "Securities"“Guarantees”) by the Guarantors on a senior basisunsecured basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to will be issued under by the Issuer and the Guarantors, as applicable, pursuant to an indenture (the "“Indenture"”) to be dated as of January 25, 2002 2016, by and between among the Company Issuer, the Guarantors and U.S. Xxxxx Fargo Bank, N.A.National Association, as trustee Trustee (the "“Trustee"”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company. The Securities will be offered and sold to the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred Pursuant to as a "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Securities and the Guarantors and any material developments relating Indenture, investors who acquire Securities shall be deemed to the Company occurring have agreed that Securities may only be resold or otherwise transferred, 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. The Initial Purchasers and their direct and indirect transferees of Act is available (including the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) exemptions afforded by Rule 144A under the Act. In connection with Act (“Rule 144A”) or Regulation S under the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto Act (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement"“Regulation S”)).

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes Companies propose to issue and sell to the Initial Purchasers Purchaser $450,000,000 55,869,000 aggregate principal amount at maturity of its 9their 12 7/8% Senior Discount Notes due 2010 2008 (the "Notes"). The obligations of the Companies under ----- the Indenture (as hereinafter defined) and the Notes will be unconditionally conditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basisGuarantor, as described in the Indenture ---------- (as defined below). The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Securities are to be issued under pursuant to ---------- an indenture (the "Indenture") to be ), dated as of January 25August 21, 2002 by 1998, among the ---------- Companies, the Guarantor and between the Company and U.S. Bank, N.A.Bank of Montreal 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). The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. regis- In connection with the sale of the Securities, the Company has Companies have prepared a preliminary offering memorandum dated January 7July 29, 2002 (the "Preliminary Memorandum") 1998 and a final offering memorandum dated January August 17, 2002 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 descrip tion of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Companies and the Guarantors Guarantor and any material developments relating to the Company Companies and the Guarantor occurring after the date of the most recent historical financial statements included therein. The Companies and the Guarantor understand that the Initial Purchasers Purchaser proposes to make an offering of the Securities only on the terms and their in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("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. The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement a registration rights agreement to be dated January 25, 2002, substantially in the form attached Closing Date among the parties hereto as Exhibit A (the "Registration Rights ------------------- Agreement"), ) pursuant to which the Company Companies and the Guarantors will agreeGuarantor have agreed, among --------- other things, to file (i) a registration statement (the "Registration ------------ Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActAct or (ii) a shelf registra tion statement pursuant to Rule 415 under the Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Notes for Private Exchange Notes. In 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 sale repay ment of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, certain outstanding indebtedness and the other lenders party thereto System Acquisition to be effected pursuant to the Financing Plan (as amended, supplemented, modified, extended or restated from time to timecollec tively, the "Senior Credit AgreementTransactions") (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 herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 110,000,000 aggregate principal amount of its 912% Senior Notes due 2010 2007 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25November 26, 2002 1997, by and between among the Company and U.S. Bank, N.A.Wilmington Trust Company, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7November 1, 2002 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated January 17November 19, 2002 1997 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a the "Memorandum") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Company and the Initial Purchasers and their direct and indirect transferees of the Securities Purchaser will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (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 circumstances and the terms set forth therein, the Company and the Guarantors will agree, among other things, agree to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"): (i) registering a registration statement on Form S-4 (the Securities or the "Exchange Notes Offer Registration Statement") relating to a registered Exchange Offer (as defined in the Registration Rights Agreement) for the Notes under the Act. In 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 November 26, 1997, (b) 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) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Notes by such holders who satisfy certain conditions relating to, including the provision of information in connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Shelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 175,000,000 aggregate principal amount of its 9101/2% Senior Subordinated Notes due 2010 2012 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basissubordinated basis by each of the Guarantors. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25August 8, 2002 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.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, Inc. (the "Target") (the "Acquisition") pursuant to an Agreement and Plan of Merger (the "Agreement and Plan of Merger") and the other related documents (together with the Agreement and Plan of Merger, the "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 Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7July 19, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17August 2, 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 SecuritiesSecurities (except that the Preliminary Memorandum excludes certain pricing and related information), the terms of the offering of the Securities, a description of the Company and the Guarantors Issuers and any material developments relating to the Company Issuers occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A B (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehave agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes Securities (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 200,000,000 aggregate principal amount of its 910 7/8% Senior Subordinated Notes due 2010 2004 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25March 24, 2002 1997 by and between among the Company and U.S. Bank, N.A.IBJ Xxxxxxxxx Bank & Trust Company, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7March 17, 2002 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated January 17March 19, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Company and the Initial Purchasers and their direct and indirect transferees of the Securities Purchaser will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (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 circumstances and the terms set forth therein, the Company and the Guarantors will agree, among other things, agree to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"): (i) registering a registration statement on Form S-4 (the Securities or the "Exchange Notes Offer Registration Statement") relating to a registered Exchange Offer (as defined in the Registration Rights Agreement) for the Notes under the Act. In 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) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Notes by such holders who satisfy certain conditions relating to, including the provision of information in connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Shelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 152,000,000 aggregate principal amount of its 911 3/4% Senior Notes due 2010 2012 (the "“Notes"”). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "“Indenture"”) to be dated as of January 25May 14, 2002 2004 by and between the Company and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "“Trustee"”). The Securities 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 RV Acquisition has agreed to acquire all of Holdings’ outstanding capital stock. The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7April 27, 2002 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 17May 12, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“Commission"”) registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to The Company has by a Subscription Agreement, dated April 26, 1995 (the terms and conditions herein contained"Subscription Agreement"), among the Company, the Company proposes Guarantor and the several managers named therein (the "Managers"), agreed to issue and sell to the Initial Purchasers U.S. $450,000,000 37,950,000 aggregate principal amount of its 94-7/8% Senior Notes due 2010 Convertible Subordinated Debentures Due 2000 (hereinafter referred to as the "NotesSecurities"). The Notes will amount of Securities that may be issued hereunder may be increased by agreement between the Company, the Guarantor and the Fiscal Agent, and such additional securities shall be "Securities" hereunder. The due and punctual payment of principal, premium, if any, and interest (and Additional Amounts payable pursuant to Section 2 of the Securities) on the Securities when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, are unconditionally guaranteed on a subordinated basis by the Guarantor Interest on the Securities shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Except as set forth in the next sentence, the Securities will initially be issued in temporary form, and may subsequently be exchanged for Securities in printed definitive form either as bearer Securities ("Bearer Securities"), in denominations of U.S. $1,000 and U.S. $10,000, with interest coupons attached, representing the semiannual interest payable thereon, or as fully registered Securities ("Registered Securities", which term shall include, where the context so requires, the Restricted Securities as hereinafter defined), in denominations of U.S. $1,000 and integral multiples thereof, without coupons. In addition, the Managers (or their affiliates) may sell the Securities to qualified institutional buyers pursuant to Rule 144A under the United States Securities Act of 1933 (the "Securities Act of 1933") or may sell the Securities pursuant to another applicable exemption under the Securities Act of 1933 in accordance with the terms of this Agreement and the Subscription Agreement (the "Restricted Securities", which may be in typewritten form and later exchanged for a printed Security of an equivalent amount, and which, for all purposes hereunder shall be a Definitive Security in the form of a Registered Security). The Securities in definitive form will have endorsed thereon the guarantees of the Guarantor (the "Guarantees" and, together with the Notes, the "Securities") by and shall contain provisions granting the Guarantors on a senior basis. The Securities are holders thereof the right to be issued exchange the Securities, under an indenture certain conditions, into shares of common stock of the Guarantor (the "IndentureExchange Options") to be dated as ), all substantially in the form of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee Exhibit A hereto (the "TrusteeDefinitive Securities"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, convertible as amended (the "Act"), provided in reliance on exemptions therefrom. In connection with the sale Section 4 of the Securities, Definitive Securities and Section 7 hereof. The Securities may be redeemed by the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 provided in Section 3 of the terms of the Securities, the terms of the offering of the Securities, a description of the Company Definitive Securities and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included thereinSection 6 hereof. The Initial Purchasers and their direct and indirect transferees temporary global debenture in respect of the Securities will be entitled to issued in bearer form without coupons or conversion rights in the benefits aggregate principal amount of the Registration Rights Agreement to be dated January 25, 2002entire issue of Securities (less the aggregate principal amount of the Restricted Securities concurrently issued), substantially in the form attached hereto as of Exhibit A B hereto, having endorsed thereon a Guarantee (the "Registration Rights AgreementGlobal Security"). The Definitive Securities and the Global Security shall contain such appropriate insertions, pursuant to which omissions, substitutions and other variations as are required or permitted by this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistent herewith, be determined by the officer of the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the executing such Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")evidenced by his execution of such Securities.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser, severally and not jointly, (a) the Initial Purchasers $450,000,000 aggregate principal amount number of shares of its 9% Senior Notes due 2010 Class A Common Stock, par value $0.10 per share (the "NotesCommon Stock"). The Notes will be unconditionally guaranteed , set forth on the signature page of such Purchaser hereto (collectively, the "Shares") (b) a warrant, substantially in the form attached hereto at Exhibit A (the "GuaranteesSeries A Warrants"), to acquire one (1) share (the "Series A Warrant Shares") of Common Stock for each two (2) Shares purchased pursuant to this Agreement, and (c) a warrant, substantially in the form attached hereto as Exhibit B (the "Series B Warrants" and, together with the NotesSeries A Warrants, the "Warrants"), to acquire one (1) share (the "Series B Warrant Shares" and, together with the Series A Warrant Shares, the "Warrant Shares") of Common Stock for each two (2) Shares purchased pursuant to this Agreement. The Shares and the Warrants are sometimes herein collectively referred to as the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the 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. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7made available to the Purchasers its periodic and current reports filed with the Commission under the Securities Exchange Act of 1934, 2002 as amended (the "Preliminary MemorandumExchange Act") ), since January 1, 2001. These reports, filings and a final offering memorandum dated January 17, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being amendments are collectively referred to as a the "MemorandumDisclosure Documents") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating . All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included thereinand schedules and other information which is "contained," "included" or "stated" in the Disclosure Documents shall be deemed to mean and include all such financial statements and schedules. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the a Registration Rights Agreement to be dated January 25, 2002, in substantially in the form attached hereto as Exhibit A C (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agree, among other things, to file effect a shelf registration statement (the "Shelf Registration Statement") with pursuant to Rule 415 under the Securities Act relating to the resale of the Shares and Exchange Commission the Warrant Shares by holders thereof. The Registration Rights Agreement, the Engagement Letter with Xxxx Capital Partners, LLC (the "CommissionPlacement Agent") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities), the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, Warrants and this Agreement are herein collectively referred to as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementBasic Documents").

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 95,000,000 aggregate principal amount of its 9their 10% Senior Subordinated Notes due 2010 2004 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and", and ----- ---------- together with the Notes, the "Securities") by the Guarantors on a senior ---------- subordinated basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25September 18, 2002 1997 by and between among the Company Company, the ---------- Guarantors and U.S. Bank, N.A.Norwest Bank Minnesota National Association, as trustee (the "Trustee"). -------- The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on exemptions therefrom. --------------- In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7August 25, 2002 1997 (the "Preliminary Memorandum") ), and the Company will prepare a final offering ----------------------- memorandum dated January 17September 12, 2002 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 ----------- Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors Company's subsidiaries listed in Schedule 2 attached hereto (the ---------- "Subsidiaries") and any material developments relating to the Company and the ------------ Subsidiaries occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the --------- "Registration Rights Agreement"), pursuant to which the Company and the ------------------------------ Guarantors will agreehave agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the ---------------------- "Commission") registering in order to register the Securities or the Exchange Notes Securities (as ---------- defined in the Registration Rights Agreement) under the Securities Act. In connection with the sale Each of the Securities, Company and the Guarantors shall have joint and several liability in respect of all obligations hereunder. Each of the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the Guarantors hereby acknowledges that this Agreement is the independent and several obligation of each of the Company and the Guarantors and may be enforced against any of the Company or the Guarantors separately, whether or not enforcement of any right or remedy hereunder has been sought against the Company or any other lenders party thereto Guarantor. Each of the Company and the Guarantors hereby expressly waives, with respect to any of the amounts owing hereunder by the Company or other Guarantor in respect of the obligations (as amended, supplemented, modified, extended or restated from time to timecollectively, the "Senior Credit AgreementOther Issuer ------------ Obligations"), diligence, presentment, demand of payment, protest and all ----------- notices whatsoever, and any requirement that the Initial Purchasers exhaust any right, power or remedy or proceed against the Company and/or such other Guarantor under this Agreement, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of such Other Issuer Obligations.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 177,000,000 aggregate principal amount of its 911-5/8% Senior Notes due 2010 2007, Series A (the "NotesNOTES"). The Notes will be unconditionally guaranteed (collectively the "Guarantees" and, together with the Notes, the "SecuritiesGUARANTEES") by the Guarantors on a senior basisbasis by each of the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the "SECURITIES." The Securities are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25February 20, 2002 by and between among the Company Company, the Subsidiary Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "TrusteeTRUSTEE"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 731, 2002 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") -3- and a final offering memorandum dated January 17February 14, 2002 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company and the Subsidiary Guarantors will agreehave agreed, among other things, to file a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection Concurrently with the sale offering of the SecuritiesNotes, the Company is concurrently entering and the Subsidiary Guarantors will enter into a new $355,000,000 aggregate principal amount senior credit facility among agreement (the Company, the guarantors named therein, Bankers Trust Company"CREDIT AGREEMENT") with The Bank of Nova Scotia, as administrative agent, and certain lenders thereto whereby the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Company will have available a $40 million revolving credit facility.

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers $450,000,000 150,000,000 aggregate principal amount of its 9their 10 3/4% Senior Notes due 2010 2011 (the "NotesNOTES"). The Notes will be unconditionally guaranteed (collectively the "Guarantees" and, together with GUARANTEES") on a senior basis by each of the Notes, Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. ." The Securities are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25May 23, 2002 2003 by and between among the Company Issuers, the Guarantors and U.S. Bank, N.A.BNY Trust Midwest Company, as trustee Trustee (the "TrusteeTRUSTEE"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7May 8, 2002 2003 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") and a final offering memorandum dated January 17May 20, 2002 2003 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the Securities, a description of the Company Parent and its subsidiaries (including the Guarantors Issuers) and any material developments relating to the Company Parent and its subsidiaries (including the Issuers) occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company Issuers and the Guarantors will agreehave agreed, among other things, to file a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale offering of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior Issuers and the Guarantors will amend and restate (the "AMENDMENT") the credit facility agreement, dated as of April 15, 2003, by and among the CompanySportRack, LLC, Valley Industries, LLC, Brink B.V., the guarantors named thereinother persons as designated as "Credit Parties" on the signature pages thereof, Bankers Trust Companythe financial institutions party thereto as Lenders, as administrative agentincluding without limitation, Antares Capital Corporation, Xxxxxxx Xxxxx Capital, and the other lenders party thereto General Electric Capital Corporation (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementCREDIT AGREEMENT").

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $450,000,000 115,000,000 aggregate principal amount of its 98-7/8% Senior Notes due 2010 2005 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and, together with ") on a senior basis by the Notes, Parent and on a senior basis by the Subsidiary Guarantor. The Notes and the Guarantees are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25August 1, 2002 1997 by and between among the Company Issuer, the Guarantors and U.S. Crestar Bank, N.A., as trustee Trustee (the "Trustee"). All of the 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 "Global Bank Facility"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuer and the Guarantors have prepared a preliminary offering memorandum dated January 7July 10, 2002 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated January 17July 25, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company Global Bank Facility, a description of the Issuer and the Guarantors and any material developments development relating to the Company Issuer and the Guarantors occurring after the date of the most recent historical financial statements included therein. The Issuer and the Guarantors understand that the Initial Purchasers propose to make an offering of the 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 ("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. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in as of the form attached hereto Closing Date (as Exhibit A defined) (the "Registration Rights Agreement"), pursuant to which the Company Issuer and the Guarantors will agree, among other things, (i) to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"), 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") registering to be offered in exchange (the Securities or "Exchange Offer") for the Notes, (ii) 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 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) under pursuant to the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto Private Exchange (as amended, supplemented, modified, extended or restated from time defined in the Registration Rights Agreement) to time, any Initial Purchaser holding Notes having the status of an unsold allotment. This Purchase Agreement (this "Senior Credit Agreement"), the 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 herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 155,000,000 aggregate principal amount of its 9Senior Subordinated Notes, the terms of which will be substantially identical to the Company's 11% Senior Subordinated Notes due 2010 2005, which were issued in a registered offering on June 14, 1995 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and") on a joint and sev- 2 -2- eral basis, together with by the Notes, Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities") by the Guarantors on a senior basis. The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25March 26, 2002 1997, by and between among the Company, the Subsidiary Guarantors and United States Trust Company and U.S. Bank, N.A.of New York, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7March 1997 and distributed on March 19, 2002 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated January 17March 21, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Subsidiary Guarantors understand that the Initial Purchasers propose to make an offering of the Notes only 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 ("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. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with Act or (ii) a shelf registration statement pursuant to Rule 415 under the sale Act relating to the resale of the Securities, by hold- ers thereof or, if applicable, relating to the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto resale of Private Exchange Notes (as amended, supplemented, modified, extended or restated from time defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to time, an exchange of the "Senior Credit Agreement")Securities for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 an aggregate principal amount of its 9% Senior Notes due 2010 of: (a) 64,648 shares (the "NotesShares"). The Notes will be unconditionally guaranteed ) of its Series B Convertible Preferred Stock (the "Guarantees" andSeries B Stock"), together which shall be convertible into shares (the "Conversion Shares") of the Company's Common Stock (the "Common Stock") in accordance with the Notesformula set forth in the Certificate of Designations further described below. The rights, preferences and privileges of the Series B Stock are as set forth in the Certificate of Designations of Series B Preferred Stock as filed with the Secretary of State of the State of Delaware (the "Certificate of Designations") in the form attached hereto as Exhibit A. The numbers of Conversion Shares that any Purchaser may acquire at any time are subject to limitation in the Certificate of Designations, so that the aggregate number of shares of Common Stock of which such Purchaser and all persons affiliated with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) does not at any time exceed 9.99% of the Company's then outstanding Common Stock. The Shares are sometimes herein referred to as the "Securities") by ." This Agreement, the Guarantors on a senior basis. The Securities are to be issued under an indenture Certificate of Designations and the Registration Rights Agreement, in the form attached hereto as Exhibit B (the "IndentureRegistration Rights Agreement") are sometimes herein collectively referred to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). Transaction Documents." The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. Each Purchaser and MAG acknowledges that notwithstanding the terms of the Registration Rights Agreement, the Company may issue the Conversion Shares in unregistered form; provided, however, that the immediately preceding clause shall not affect the obligations of the Company under this Agreement and under Section 2 and Section 3 of the Registration Rights Agreement to file the Registration Statement and to use its best efforts to cause the Registration Statement to become effective with the SEC within the applicable periods described herein and in the Registration Rights Agreement. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7made available (including electronically via the SEC's XXXXX system) to Purchasers its periodic and current reports, 2002 forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Preliminary MemorandumExchange Act") ). These reports, forms, schedules, statements, documents, filings and a final offering memorandum dated January 17amendments, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being are collectively referred to as a the "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating Disclosure Documents." All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct schedules and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially other information which is "contained," "included" or "stated" in the form attached hereto as Exhibit A Disclosure Documents (the "Registration Rights Agreement")or other references of like import) shall be deemed to mean and include all such financial statements and schedules, pursuant to documents, exhibits and other information which the 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") registering the Securities or the Exchange Notes (as defined is incorporated by reference in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Disclosure Documents.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 120,000,000 aggregate principal amount of its 910 1/8% Senior Subordinated Notes due 2010 2008, Series A (the "NotesNOTES"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "IndentureINDENTURE") to be dated as of January 25July 31, 2002 1998 by and between the Company and U.S. BankChase Manhattan Trust Company, N.A., National Association as trustee Trustee (the "TrusteeTRUSTEE"). The Securities 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"), (ii) entering into a new credit facility with the lenders party thereto in their capacities as lenders thereunder and Bankers Trust Company, as administrative agent (the "NEW CREDIT AGREEMENT") and (iii) acquisition (the "ACQUISITION") pursuant to the Asset Purchase Agreement dated as of June 29, 1998 among the Company, Mallinckrodt Inc., a Delaware corporation, and Mallinckrodt Inc., a Delaware Corporation (the "ASSET PURCHASE AGREEMENT") of the Trimet Technical Products Division ("TRIMET"). The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "ActACT"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January July 7, 2002 1998 (the "Preliminary MemorandumPRELIMINARY MEMORANDUM") ), and a final offering memorandum dated January 17July 28, 2002 1998 (the "Final MemorandumFINAL MEMORANDUM"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumMEMORANDUM") setting forth or including a description of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit EXHIBIT A (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration StatementREGISTRATION STATEMENT") with the Securities and Exchange Commission (the "CommissionCOMMISSION") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 155,000,000 aggregate principal amount of its 911% Senior Notes due 2010 2004 (collectively, with the guarantees defined below, the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by each of the Guarantors on a senior basis. The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25June 15, 2002 1997 by and between among the Company and U.S. Bank, N.A.United States Trust Company, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7June 16, 2002 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated January 17June 18, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company and the Guarantors occurring after the date of the most recent historical financial statements included therein. The Company, the Guarantors and the Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (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 Company circumstances and the terms set forth therein, the Company, the Guarantors will agree, among other things, agree to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"): (i) registering a registration statement (the Securities or the "Exchange Notes Offer Registration Statement"), relating to a registered Exchange Offer (as defined in the Registration Rights Agreement) for the Notes under the Act. In 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) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Notes to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Notes by such holders who satisfy certain conditions relating to, including the provision of information in connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Shelf Registration Statement.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 aggregate principal amount of its 9% Senior Notes due 2010 Purchaser 1,360 units (the "NotesUnits"). The Notes will be unconditionally guaranteed ) consisting of 1,000 shares of 12% Senior PIK Preferred Stock (the "Guarantees" and, together Preferred Stock") with the Notes, Warrants (the "SecuritiesWarrants") by to purchase an aggregate of 44,440 shares of Common Stock of the Guarantors Company (the "Warrant Shares") representing 7% of the outstanding Common Stock of the Company on a senior fully diluted basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). The Securities Units will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesUnits, the Company has prepared a preliminary offering memorandum dated January 7June 16, 2002 1997 (the "Preliminary Memorandum") and will prepare a final offering memorandum dated January 17June 18, 2002 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 SecuritiesUnits, the Preferred Stock and the Warrants, the terms of the offering of the SecuritiesUnits, a description of the Company and the Guarantors Subsidiaries (as defined below) and any material developments relating to the Company and the Subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company and the Initial Purchasers and their direct and indirect transferees of the Securities Purchaser will be entitled to the benefits of the enter into a Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Preferred Stock Registration Rights Agreement")) prior to or concurrently with the issuance of the Units. Pursuant to the Preferred Stock Registration Rights Agreement, pursuant to which under the circumstances and the terms set forth therein, the Company and the Guarantors will agree, among other things, agree to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission"): (i) registering a registration statement (the Securities or the "Exchange Notes Offer Registration Statement"), relating to a registered Exchange Offer (as defined in the Preferred Stock Registration Rights Agreement) for the Preferred Stock under the Act. In Act to offer to the holders of the Preferred Stock the opportunity to exchange their Preferred Stock for an issue of preferred stock substantially identical to the Preferred Stock that would be registered under the Act (the "Exchange Preferred Stock") (except that (a) dividends thereon will accrue from the last date on which dividends were paid on the Preferred Stock, or if no such dividends have been paid, from the date of original issuance of the Preferred Stock, (b) such Preferred Stock will not contain any restrictions on transfer, and (c) such Preferred Stock will not contain provisions relating to an increase in the dividend rate for a failure to register the Preferred Stock pursuant to the Preferred Stock Registration Rights Agreement) or (ii) alternatively, in the event that applicable interpretations of the Commission do not permit the Company to effect the Exchange Offer or do not permit any holder of the Preferred Stock to participate in the Exchange Offer, a shelf registration statement (the "Shelf Registration Statement") to cover resales of Preferred Stock by such holders who satisfy certain conditions relating to, including the provision of information in connection with the sale Shelf Registration Statement. The Company will enter into (i) a Unit Agreement (the "Unit Agreement") and (ii) a Warrant Agreement with United States Trust Company as Unit Agent (the "Unit Agent") or Warrant Agent (the "Warrant Agent"), as the case may be, prior to, or concurrently with, the issuance of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto Units (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Warrant Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to the Initial Purchasers Purchaser (the “Offering”) $450,000,000 aggregate 207,000,000 principal amount at maturity (approximately $150,101,910 gross proceeds) of its 910 3/4% Senior Secured Discount Notes due 2010 2009 (the "“Notes"”). The Notes will be unconditionally guaranteed (issued pursuant to the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under terms of an indenture (the "“Indenture"”) to be dated the Closing Date (as of January 25defined in Section 3 below), 2002 by and between among the Company Issuers, the Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee (the "“Trustee"”). The Issuers’ obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on a senior secured basis by each of the Guarantors. The Notes and the Guarantees are collectively referred to as the “Securities.” The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7April 29, 2002 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 17May 11, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company Issuers and the Guarantors and any material developments relating to the Company Issuers and the Guarantors occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Security Documents (as defined in the Final Memorandum) and a registration rights agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company Issuers and the Guarantors will agree, among other things, agree to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "“Commission"”) registering (a) under the circumstances set forth in the Registration Rights Agreement, a registration statement under the Act relating to a new issue of debt securities with terms identical to the terms of the Securities other than the restrictions on transfer (the “Exchange Securities” which term includes the guarantees related thereto) to be offered in exchange for the Securities (the “Exchange Offer”) and issued under the Indenture or an indenture substantially similar to the Exchange Notes Indenture and (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale by certain holders of the Securities. Pursuant to the Security Documents, the Issuers and the Guarantors have agreed, among other things, to grant to Deutsche Bank Trust Company Americas, as collateral agent, (the “Collateral Agent”) for the benefit of the Trustee and the holders of the Securities a second priority security interest in and lien on the Collateral (as defined in the Registration Rights Agreement) under the Act. In connection Final Memorandum), subject to certain exceptions and otherwise in accordance with the sale terms of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, Indenture and the other lenders party thereto (Security Documents and as amended, supplemented, modified, extended or restated from time to time, described in the "Senior Credit Agreement")Memorandum.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 250,000,000 aggregate principal amount of its 98 1/4% Senior Subordinated Notes due 2010 2008 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Subsidiary Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") ), to be dated as December 14, 1998, among the Company, The Bank of January 25New York, 2002 by and between the Company and U.S. Bank, N.A.a New York corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The sale of 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 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. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of December 14, 1998 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the Securities, the Company has prepared a preliminary an offering memorandum dated January December 7, 2002 1998 (including information incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 Securities, the terms of the offering of the SecuritiesOffering, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Securities are being issued and their direct and indirect transferees sold in connection with the repayment of certain indebtedness outstanding under the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25Company's senior secured loan facility (as amended, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Amended Credit Agreement")) among the Company, pursuant to which the Company Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and the Guarantors will agreeother financial institutions party thereto, among other thingsas lenders. This Agreement, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or Securities, the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities), the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among Private Exchange Notes (as defined in the CompanyRegistration Rights Agreement), the guarantors named therein, Bankers Trust Company, as administrative agent, Registration Rights Agreement and the other lenders party thereto (Indenture are herein collectively referred to as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementOffering Documents.").

The Securities. Subject to the terms and conditions herein -------------- contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 100,000,000 aggregate principal amount of its 9[]% Senior Notes Subordinated Notes, Series A due 2010 2008 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture ----- (the "Indenture") to be dated as of January 25May 5, 2002 1998 by and between the Company, the --------- Subsidiary Guarantors and American National Bank and Trust Company and U.S. Bank, N.A.of Chicago, as trustee Trustee (the "Trustee"). The Securities Notes will be guaranteed on a senior ------- subordinated basis by the Subsidiary Guarantors, pursuant to their guarantee (the "Guarantees"). The Notes and the Guarantees are hereinafter collectively ---------- referred to as the "Securities." Capitalized terms used but not defined herein ---------- shall have the meanings given to such terms in the Indenture. The Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions --- therefrom. In connection with the sale of the SecuritiesNotes, the Company has Issuers have prepared a preliminary offering memorandum dated January 7April 20, 2002 1998 (the "Preliminary ----------- Memorandum") and a final offering memorandum dated January 17, 2002 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 SecuritiesNotes, the terms of the offering of Offering (as defined below), the Securitiestransactions contemplated thereby and hereby (the "Transactions"), a description of the Company and the Guarantors Issuers and any material developments relating to the Company ------------ 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. The Issuers understand that the Initial Purchasers Purchaser proposes to make an offering of the Notes (the "Offering") only on the terms and their in the manner set -------- forth in the Final Memorandum and Section 8 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchaser reasonably 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. The Initial Purchaser and any direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, 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 Company and the Guarantors Issuers will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and ---------------------- Exchange Commission (the "Commission") registering the Securities Notes or the Exchange ---------- Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 150,000,000 aggregate principal amount of its 910% Senior Subordinated Notes due 2010 2008 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25July 31, 2002 1998 by and between among the Company Company, each of the Guarantors party thereto from time to time, and U.S. BankNorwest Bank Minnesota, N.A.National Association, as trustee (the "Trustee"). The Securities Notes are being issued and sold in connection with the recapitalization of the Company (the "Recapitalization") pursuant to the Agreement and Plan of Merger, dated June 23, 1998 (the "Merger Agreement"), between Globe Acquisition Company and Globe Manufacturing Co. (to be renamed Globe Holdings, Inc. in connection with the transactions described below), a Massachusetts corporation ("Globe Holdings"). The 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 Securities Act of 1933, as amended (the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7July 15, 2002 1998 (the "Preliminary Memorandum") ), and the Company will prepare a final offering memorandum dated January 17July 28, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors Company's subsidiary listed in Schedule 1 attached hereto (the "Subsidiary") and any material developments relating to the Company and the Subsidiary occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering in order to register the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes and Finance Co. propose to issue and sell to the Initial Purchasers $450,000,000 1,400,000,000 aggregate principal amount of its 9% Senior Notes their senior notes due 2010 2013 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and", and together with the Notes, the "Securities") by each of the Guarantors on a senior joint and several basis. The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25February 28, 2002 2003 by and between among the Company Issuers and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7February 11, 2002 2003 (the "Preliminary Memorandum") and a final offering memorandum dated January 17February 25, 2002 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 Securities, the terms of the offering of the Securities, Securities and a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included thereinits subsidiaries. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors Issuers will agree, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 90,000,000 aggregate principal amount of its 9the Company's 10 1/8% Senior Subordinated Notes due 2010 2007 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and") 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") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 July 24 1997 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.IBJ 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 an asset purchase agreement, dated as of June 30, 1997 (the "JPS Acquisition"). The Securities will be offered and sold to the Initial Purchasers you without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7July 1, 2002 1997 (the "Preliminary Memorandum") and a final offering memorandum dated January 17July 21, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 158,088,000 aggregate principal amount at maturity of its 9113/4% Senior Discount Notes due 2010 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 (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as of January 25July 27, 2002 by 1998 among the Company, the Guarantors and between the Company and U.S. Bank, N.A.Wilmington Trust Company, as trustee (the "" Trustee"). The Securities Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The Notes will be offered and sold to the Initial Purchasers without such offers and sales being registered under the 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. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7July 2, 2002 1998 (the "Preliminary Memorandum") and a final offering memorandum dated January 17July 22, 2002 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 Securities, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. 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 Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Notes only on the terms and in the manner set forth in the Memorandum and Section 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 ("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 Securities Act. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially 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 Company and the Guarantors will agreeIssuers have agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the sale Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the CompanyExchange Notes, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to timePrivate Exchange Notes, the Indenture, the Registration Rights Agreement and this Agreement are herein collectively referred to as the "Senior Credit AgreementBasic Documents").

The Securities. Subject to the terms and conditions herein contained, the Company proposes Issuers propose to issue and sell to each Initial Purchaser, severally and not jointly, the Initial Purchasers $450,000,000 aggregate principal amount of its 9% Notes (as defined below) set forth in Schedule A opposite the name of such Initial Purchaser. The 10 ¼% Senior Secured Notes due 2010 2012 (the "“Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities"”) by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "“Indenture"”) to be dated as of January 25May 5, 2002 2004 by and between the Company Issuers, the guarantors listed on Schedule 1 (the “Guarantors”) and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "“Trustee"”), and will be guaranteed on a senior secured basis by each of the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has Issuers have prepared a preliminary offering memorandum dated January 7April 21, 2002 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 17April 30, 2002 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 Securities and the collateral securing the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. Concurrently with the issuance of the Securities, Wise Alloys LLC and Wise Recycling LLC will enter into an amendment and restatement of the credit agreement dated as of September 10, 2002 among Wise Alloys LLC and Wise Recycling LLC, as borrowers, the guarantors party thereto from time to time, Congress Financial Corporation, as agent (the “Administrative Agent”) and the lenders (the “Lenders”) party thereto from time to time (the “Credit Agreement”) and will repay a portion of the loans outstanding thereunder. In connection with the foregoing, Wise Alloys LLC and Wise Recycling LLC will also enter into documentation with the Administration Agent providing for the release of certain liens (the “Collateral Release Documents”). Concurrently with the issuance of the Securities, the Company will repay the entire amount of 15% Senior Subordinated Secured Notes due September 10, 2009 (“Existing Senior Notes”) and accrued and unpaid interest thereon. Furthermore, the Company will repurchase a membership interest of Prudential Capital Partners, L.P., Prudential Capital Partners Management Fund, LP and Prudential Capital Partners—U.S. Fund LP (collectively, “Prudential Capital”) and pay Prudential Capital a prepayment premium relating to the Existing Senior Notes. The Notes will be secured on a first priority basis by liens on certain real property of the Issuers and the Guarantors set forth on Schedule 2 (each, a “Mortgaged Property” and together, the “Mortgaged Properties”) and certain personal property of the Issuers as described in the Final Memorandum (the “Primary Collateral”), and documented by mortgages or deeds of trust (collectively, the “Mortgages”) evidencing the liens on the Mortgaged Properties and by the security documents set forth on Schedule 3 evidencing the liens on the Primary Collateral (together with the Mortgages, the “Primary Collateral Documents”). The Notes will also be secured on a second priority basis by liens on certain other assets of the Issuers and the Guarantors as described in the Final Memorandum (the “Secondary Collateral” and, together with the Primary Collateral, the “Pledged Collateral”), and documented by the documents set forth on Schedule 3 evidencing the liens on the Secondary Collateral (the “Secondary Collateral Documents” and, together with the Primary Collateral Documents, the “Collateral Documents”). The Trustee, on behalf of the holders of the Notes, will enter into an intercreditor agreement (the “Intercreditor Agreement”) with the Issuers and with the Agent for the Lenders. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company Issuers and the Guarantors will agreehave agreed, among other things, to file a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“Commission"”) registering the Securities Notes, the Guarantees or the Exchange Notes and the related guarantees thereof (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 125,000,000 aggregate principal amount of its 95.25% Senior Notes due 2010 2022 (the "“New Notes"”). The New Notes are to be issued under that certain indenture (the “Indenture”) dated as of February 27, 2014 by and among the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The New Notes will be unconditionally guaranteed have the benefit of the guarantees (the "“Guarantees" ” and, together with the New Notes, the "“Securities"”) by provided for in the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. The Company has previously issued $600,000,000 in aggregate principal amount of their 5.25% Senior Notes due 2022 under the Indenture (the “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 below), the New Notes offered by the Company pursuant to this Purchase Agreement will rate equally with, and will have identical terms to, the Existing Notes and will be treated as a single class of notes for all purposes under the Indenture. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7May 13, 2002 2016 (including the "information incorporated by reference therein, the “Preliminary Memorandum") and a final offering memorandum dated January 17, 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25As used herein, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").“Pricing Disclosure Pack-

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 300,000,000 aggregate principal amount of its 911% Senior Secured Notes due 2010 2013, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25February 7, 2002 2003 by and between the Company and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 717, 2002 2003 (the "Preliminary Memorandum") and a final offering memorandum dated January 1731, 2002 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 SecuritiesNotes and the collateral securing the Notes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein, The Notes will be secured by liens on certain real property of the Company set forth on Schedule 2 (each, a "Mortgaged Property" and together, the "Mortgaged Properties") and certain other assets of the Company as described in the Final Memorandum (the "Pledged Collateral"), and 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, the "Collateral Documents"). The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions 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”) $450,000,000 350,000,000 aggregate principal amount of its 96.75% Senior Notes due 2010 2022 (the "“Notes"”). The Notes will be unconditionally guaranteed (the "“Guarantees" and, together with the Notes, the "Securities"”) by the Guarantors on a senior basisbasis by the Subsidiary Guarantors. The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities are to be issued under an indenture (as supplemented to date, the "“Indenture"”) to be dated as of January 25October 4, 2002 2010 by and between among the Company Company, the Subsidiary Guarantors and U.S. BankBank National Association, N.A.as Trustee (the “Trustee”). Mxxxxxx Lxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Company has previously issued $225,000,000 aggregate principal amount of 6.75% Senior Notes due 2022 (the “Existing Notes”) under 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), the Securities will have terms identical to the Existing Notes and will be treated as a single series 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 "Trustee")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 Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 500,000,000 aggregate principal amount of its 98-1/8% Senior Subordinated Notes due 2010 2007, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notesguarantee of each Guarantor (the "Guarantee"), the "Securities") by the Guarantors on a senior basis). The Securities Notes are to be issued under an indenture (the "Indenture") to be dated as of January 25December 22, 2002 1997 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 tion of the terms of the SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering under the Securities 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"), to be offered in exchange for the Notes or (ii) a shelf registration statement pursuant to Rule 415 under the Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of debt securities of the Company substantially identical to the Exchange Notes (as defined in the Registration Rights Agreement"Private Exchange Notes") under by the Act. In connection with the sale Initial Purchasers pursuant to an exchange of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Notes for Private Exchange Notes.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 80,000,000 aggregate principal amount of its 911 5/8% Senior Subordinated Notes due 2010 2006, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with Guarantee") on a senior subordinated basis by Holdings. The Notes and the Notes, Guarantee are collectively referred to herein as the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25February 23, 2002 1998 by and between among the Company Company, Holdings and U.S. Marine Midland Bank, N.A., as trustee Trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 729, 2002 1998 (the "Preliminary Memorandum") ), and a final offering memorandum dated January 17February 18, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeHoldings have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 Purchaser (euro)90,000,000 aggregate principal amount of its 98 7/8% Senior Secured Notes due 2010 2009, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" andpart of a series of notes issued initially on June 28, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities 2002 and are to be issued under an the indenture (the "Indenture") to be dated as of January 25June 28, 2002 by and between the Company and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary an offering memorandum dated January 7November 18, 2002 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 "Preliminary Offering Memorandum") and a final offering memorandum dated January 17), 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A C (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection The Initial Purchaser and its 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 defined in the Indenture) 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 sale terms of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Indenture.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 150,000,000 aggregate principal amount of its 99 1/8% Senior Subordinated Notes due 2010 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Subsidiary Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as July 15, 1997, among the Company, The Bank of January 25New York, 2002 by and between the Company and U.S. Bank, N.A.a New York corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The sale of 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 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. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of July 15, 1997 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the Securities, the Company has prepared a preliminary an offering memorandum dated January 7July 16, 2002 1997 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 Securities, the terms of the offering of the SecuritiesOffering, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Securities are being issued and their direct sold in connection with the repayment of certain indebtedness outstanding under the Company's senior secured term loan facility (as amended, the "Amended Credit Agreement") among the Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrxxx Xxxital Corporation, as documentation agent, and indirect transferees of the Securities other financial institutions party thereto, as lenders which will be entitled further amended on or prior to the benefits of closing date. This Agreement, the Registration Rights Agreement to be dated January 25Securities, 2002, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities), the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among Private Exchange Notes (as defined in the CompanyRegistration Rights Agreement), the guarantors named therein, Bankers Trust Company, as administrative agent, Registration Rights Agreement and the other lenders party thereto (Indenture are herein collectively referred to as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementOffering Documents.").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser (a) the Initial Purchasers $450,000,000 aggregate principal amount number of shares of its 9% Senior Notes due 2010 Common Stock, par value $0.001 per share (the "Notes"“Common Stock”), set forth on the signature page of such Purchaser hereto (collectively, the “Shares”) and (b) a warrant, substantially in the form attached hereto at Exhibit A (the “Warrants”), to acquire one share (the “Warrant Shares”) of Common Stock, for each five Shares purchased pursuant to this Agreement. The Notes will be unconditionally guaranteed (Shares and the "Guarantees" and, together with Warrants are sometimes herein collectively referred to as the Notes, the "“Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). .” The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the 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 therefromSection 4(2) of the Securities Act and Rule 506 promulgated thereunder. In connection with the sale of the Securities, the Company has (i) prepared a preliminary confidential offering memorandum dated January 7April 9, 2002 2004 (including the "Preliminary documents incorporated by reference therein or attached as exhibits thereto, the “Memorandum") and a final offering memorandum dated January 17”), 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein; and (ii) made available its reports required to be filed by the Company under the Exchange Act since December 31, 2003 (the foregoing materials and all amendments thereto being collectively referred to herein as the “SEC Reports”). The Initial SEC Reports, along with the Memorandum, are collectively referred to as the “Disclosure Documents.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Disclosure Documents (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Disclosure Documents. The Purchasers and their direct and indirect permitted transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25as of April 27, 2002, substantially in 2004 among the form attached parties hereto as Exhibit A (the "“Registration Rights Agreement"), ”) pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "“Registration Statement"”) with pursuant to Rule 415 under the Securities and Exchange Commission (Act relating to the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale resale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, Shares and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Warrant Shares by holders thereof.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 88,200,000 aggregate principal amount of its 9107/8% Senior Notes due 2010 2012 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis). The Securities are to be issued under an indenture pursuant to the Indenture, to be dated as of March 24, 2005 (the "Indenture") to be dated as of January 25), 2002 by and between the Company and U.S. Bank, N.A.The Bank of New York, as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers Purchaser without such offers and sales being registered under the 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. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum memorandum, dated January 7March 8, 2002 2005 (the "Preliminary Memorandum") ), and a final offering memorandum memorandum, dated January 17March 21, 2002 2005 (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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Company understands that the Initial Purchasers Purchaser proposes to make an offering of the Securities only on the terms and their in the manner set forth in the Memorandum and Section 9 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered (i) to persons in the United States whom the Initial Purchaser reasonably believes to be qualified institutional buyers ("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; (ii) to persons in the United States whom the Initial Purchaser reasonably believes (based upon written representations made by such persons to the Initial Purchaser) to be "accredited investors" ("Accredited Investors") as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) outside the United States to certain persons in reliance on Regulation S under the Securities Act ("Regulation S"). The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement Agreement, to be dated January 25as of March 24, 2002, substantially in the form attached hereto as Exhibit A 2005 (the "Registration Rights Agreement"), between the parties hereto, pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file (i) a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the ActSecurities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Securities by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchaser pursuant to an exchange of the Securities for Private Exchange Notes. In 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 Company proposes to issue the Securities simultaneously with the amendment (the "Amendment") of the senior credit facility of Affinity Group, Inc. ("AGI") to permit, among other things, a capital contribution consisting of the net proceeds of the offering of the Securities from the Company to AGI, which in turn will make a capital contribution in an equal amount to Camping World, Inc., which in turn will make a capital contribution in an equal amount to CWI, Inc., which in turn will make a capital contribution in an equal amount to CWFR Capital Corp. ("CWFR"), which in turn will acquire a preferred membership interest, with a face amount of $88.2 million, in FreedomRoads Holding Company, LLC ("FreedomRoads Holding") (collectively, the "Transactions"). The acquisition of the preferred membership interest in FreedomRoads Holding by CWFR will be effected pursuant to a purchase agreement (the "CWFR Purchase Agreement") to be entered into by CWFR and FreedomRoads Holding; the Amendment, the CWFR Purchase Agreement and each other agreement entered into in connection therewith or in connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, Transactions are hereinafter referred to as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementTransaction Documents.").

The Securities. Subject to the terms and conditions herein contained, the Company Issuer proposes to issue and sell to the Initial Purchasers $450,000,000 100,000,000 aggregate principal amount of its 910 1/4% Senior Subordinated Notes due 2010 2007 (the "Notes"). The Notes will be unconditionally guaranteed (collectively, the "Guarantees" and") 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") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25April 11, 2002 1997 by and between among the Company Issuer, the Subsidiary Guarantors and U.S. Xxxxxx Trust and Savings Bank, N.A., 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, 1996 (the "Credit Agreement"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company Issuer has prepared a preliminary offering memorandum dated January 7March 21, 2002 1997 (the "Preliminary Memorandum") ), and a final offering memorandum dated January 17April 8, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company Credit Agreement, a description of the Issuer and the Subsidiary Guarantors and any material developments development relating to the Company Issuer and the Subsidiary Guarantors occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in as of the form attached hereto Closing Date (as Exhibit A defined) (the "Registration Rights Agreement"), pursuant to which the Company Issuer 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"), under the circumstances set forth therein, (i) registering a registration statement under the Securities or Act (the "Exchange Offer Registration Statement"), relating to Senior Subordinated Notes due 2007 of the Issuer (the "Exchange Notes") to be offered in exchange (the "Exchange Offer") for the Notes, and (ii) as defined in and only to the extent required by the Registration Rights Agreement) , a shelf registration statement pursuant to Rule 415 under the Act. In connection Act (the "Shelf Registration Statement" and, together with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to timeExchange Offer Registration Statement, the "Senior Credit Registration Statements"), relating to the resale by certain holders of the Notes, and to use its best efforts to cause (A) the Exchange Offer Registration Statement to be declared effective and (B) as 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 are hereinafter referred to collectively as the "Operative Documents."

The Securities. Subject to the terms and --------------- conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 275,000,000 aggregate principal amount of its 97 3/4% Senior Subordinated Notes due 2010 2012, Series A having the terms set forth on Schedule II hereto (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25on or about December 20, 2002 by and between the Company and U.S. Bank, N.A.State Street Bank and Trust Company, as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with The Company will prepare and deliver to the sale Initial Purchasers not later than the close of the Securitiesbusiness on December 16, the Company has prepared a preliminary 2002 copies of an offering memorandum to be dated January 7December 6, 2002 (including documents incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated January 17, 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the 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, and any reference to any amendment or supplement to the Memorandum shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), after the date of the Memorandum, unless otherwise noted. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement Agreement, in form and substance reasonably satisfactory to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A Initial Purchasers (the "Registration Rights Agreement"), pursuant to which the 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") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with On the Closing Date (as defined in Section 3 below), the Initial Purchasers will deposit the gross proceeds of the sale of the SecuritiesNotes (the "Escrowed Funds"), representing funds that will be used to purchase or redeem the Company's 9 3/4% Senior Subordinated Debentures due 2007 (the "Debentures"). The Escrowed Funds will be placed into an escrow account (the "Escrow Account") pursuant to an escrow agreement in form and substance reasonably satisfactory to the Initial Purchasers (the "Escrow Agreement") to be 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 the Escrow Account will be disbursed (i) to the Initial Purchasers as set forth in Section 3 and (ii) until the purchase or redemption in full of the Debentures, to the Company solely upon certification by the Company that the funds will be immediately used to (i) fund the purchase price of to be paid by the Company for the Debentures pursuant to a tender offer and/or (ii) fund the redemption price of the Debentures. Any funds remaining in the Escrow Account after such disbursement to the Initial Purchasers and the purchase or redemption by the Company of all of the Debentures will be disbursed to the Company. Upon the satisfaction of certain conditions as set forth in the Escrow Agreement, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, Escrowed Funds will be released as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")set forth in Section 3.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 an aggregate principal amount of: (a) Two Million Eight Hundred Twelve Thousand Five Hundred (2,812,500) shares of its 9% Senior Notes due 2010 Common Stock (the "NotesCommon Stock"), and (b) One Million Four Hundred Six Thousand Two Hundred Fifty (1,406,250) warrants, substantially in the form attached hereto at Exhibit A (the "Warrants"), to acquire up to One Million Four Hundred Six Thousand Two Hundred Fifty (1,406,250)shares of Common Stock (the "Warrant Shares"). The Notes will be unconditionally guaranteed number of shares of Common Stock and Warrant Shares that any Purchaser may acquire at any time are subject to limitation so that the aggregate number of shares of Common Stock of which such Purchaser and all persons affiliated with such Purchaser have beneficial ownership (calculated pursuant to Rule 13d-3 of the "Guarantees" andSecurities Exchange Act of 1934, together with as amended) does not at any time exceed 9.99% of the Notes, Company's then outstanding Common Stock. The Common Stock and the Warrants are sometimes herein collectively referred to as the "Securities") by ." This Agreement, Registration Rights Agreement and the Guarantors on a senior basis. The Securities Warrant Agreements are sometimes herein collectively referred to be issued under an indenture (as the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). Transaction Documents." The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7made available (including electronically via the SEC’s XXXXX system) to Purchasers its periodic and current reports, 2002 forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Preliminary MemorandumExchange Act") and together with a final offering memorandum draft registration statement (excluding financial statements) on form SB-2 dated January 17February 6, 2002 2004 (the "Final Memorandum"; the Preliminary Memorandum “Draft SB-2”), as attached hereto at Exhibit B. These reports, forms, schedules, statements, documents, filings and amendments, and the Final Memorandum each herein being Draft SB-2 are collectively referred to as a the "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating Disclosure Documents." All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct schedules and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially other information which is "contained," "included" or "stated" in the form attached hereto as Exhibit A Disclosure Documents (the "Registration Rights Agreement")or other references of like import) shall be deemed to mean and include all such financial statements and schedules, pursuant to documents, exhibits and other information which the 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") registering the Securities or the Exchange Notes (as defined is incorporated by reference in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")Disclosure Documents.

The Securities. Subject to the terms and conditions contained herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 60,000,000 aggregate principal amount of its 9% Floating Rate Convertible Senior Subordinated Notes due 2010 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 unconditionally guaranteed due 2013 (the "Guarantees" and, “Option Securities” and together with the NotesFirm Securities, the "“Securities"”) by as set forth below. The Securities are convertible into shares of common stock, par value $0.01 per share, of the Guarantors on a senior basisCompany (the “Common Stock”). The shares of Common Stock into which the Securities may be convertible are referred to herein as the “Underlying Securities.” The Securities are to be issued under pursuant to the terms of an indenture (the "Indenture") to be Indenture dated as of January 25March 18, 2002 by and 2005, between the Company and U.S. SunTrust Bank, N.A., as trustee Trustee (the "“Trustee"”). 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 Securities Act of 1933, as amended (the "“Securities Act"”), in reliance on exemptions therefromfrom the registration requirements of the Securities Act. As the Initial Purchasers, you have advised the Company that you will offer and sell the Securities purchased by you hereunder (the “Offering”) in accordance with Section 4 hereof as soon as you deem advisable. In connection with the sale of the SecuritiesOffering, the Company has prepared a preliminary final offering memorandum memorandum, dated January 7March 15, 2002 2005 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 (the "“Final Memorandum"; ”). The Final Memorandum sets forth certain information regarding the Preliminary Memorandum 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 each 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 being referred to as a "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating “amend,” “amendment” or “supplement” with respect to the Company occurring after 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 most recent historical financial statements included Final Memorandum which is incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees term “Memorandum” refers to the Final Memorandum. Concurrently with the Offering, the Company is also separately offering $290,000,000 in aggregate principal amount of 10-1/2% Senior Secured Notes due 2013 (the “Senior Notes”). The 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 the enter into a Registration Rights Agreement Agreement, to be dated January 25, 2002, substantially as of the Closing Date (as defined in the form attached hereto as Exhibit A (the "Registration Rights Agreement"Section 3(a) below), pursuant to which between the Company and the Guarantors will agree, among other things, to file a registration statement Initial Purchasers (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in the “Registration Rights Agreement) under the Act”). In connection with the sale consideration of the Securitiesmutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, parties hereto agree as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").follows:

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 242,500,000 aggregate principal amount at maturity of its 9% Senior Notes due 2010 Discount Notes, Series A (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25February 20, 2002 1998 by and between the Company and U.S. Bank, N.A.United States Trust Company of New York, as trustee Trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 727, 2002 1998 (the "Preliminary Memorandum") and a final offering memorandum dated January 17February 13, 2002 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 SecuritiesNotes, the terms of the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In The Notes are being issued in connection with the sale consummation of the Securitiestransactions contemplated in the Stock Purchase Agreement, dated as of December 18, 1997 (the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility "Stock Purchase Agreement") among Tidewater, Inc. ("Tidewater") and the Company, pursuant to which the guarantors named thereinCompany 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 offered hereby; (ii) 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 administrative agent, and the other lenders party thereto lending institutions (as amended, supplemented, modified, extended or restated from time to time, the "Senior 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 "Company" mean Universal Compression, Inc.

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 255,000,000 aggregate principal amount of its 99 5/8% Senior Notes due 2010 2011 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basisbasis by each of the Guarantors. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25April 16, 2002 2003 by and between among the Company Company, the Guarantors and U.S. Bank, N.A.The Bank of New York, as trustee Trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Act"), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7March 27, 2002 2003 (the "Preliminary Memorandum") and a final offering memorandum dated January 17April 10, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors and any material developments relating relat- ing to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreeIssuers have agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes Securities (as defined in the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to each Purchaser (a) the Initial Purchasers $450,000,000 aggregate principal amount number of shares of its 9% Senior Notes due 2010 Series E Cumulative Convertible Preferred Stock (the "NotesSeries E Preferred Stock") set forth on the signature page of such Purchaser hereto, and (b) a warrant, substantially in the form attached hereto as Exhibit A (the "Warrants"), to acquire 50 shares (the "Warrant Shares") of the Company's common stock, no par value (the "Common Stock"), for each share of Series E Preferred Stock purchased. The rights, preferences, privileges and restrictions of the Series E Preferred Stock are set forth in the Form of Certificate of Determination attached hereto as Exhibit B (the "Series E Certificate of Determination"). The Notes will be unconditionally guaranteed Each share of Series E Preferred Stock shall be, at the option of the holder, convertible into shares (the "Guarantees" and, together with Conversion Shares") of Common Stock as provided in the Notes, Series E Certificate of Determination. The shares of Series E Preferred Stock and the Warrants are sometimes herein collectively referred to as the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25, 2002 by and between the Company and U.S. Bank, N.A., as trustee (the "Trustee"). The Securities will be offered and sold to the Initial Purchasers without such offers and sales being registered under the 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. In connection with the sale of the Securities, (i) the Company has made available its periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 since January 1, 2001, and all amendments thereto, and (ii) the Company has prepared a preliminary offering memorandum an Executive Summary dated January 725, 2002 (the "Preliminary MemorandumExecutive Summary") and a final offering memorandum slide presentation dated January 1725, 2002 (the "Final Memorandum"; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a "MemorandumSlide Presentation") setting forth or including a description of certain information with respect to the terms of the Securities, the terms of Company and the offering of the Securities. These reports, a description of filings and amendments, along with the Company Executive Summary and Slide Presentation, are collectively referred to as the Guarantors and any material developments relating "Disclosure Documents". All references in this Agreement to the Company occurring after the date of the most recent historical financial statements included thereinand schedules and other information which is "contained," "included" or "stated" in the Disclosure Documents (or other references of like import) shall be deemed to mean and include all such fi- nancial statements and schedules and other information which is incorporated by reference in the Disclosure Documents. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25as of March 29, 2002, substantially in 2002 among the form attached parties hereto as Exhibit A (the "Registration Rights Agreement"), ) pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a shelf registration statement (the "Shelf Registration Statement") with pursuant to Rule 415 under the Securities Act of 1933 relating to the resale of the Conversion Shares and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined in Warrant Shares by holders thereof. This Agreement, the Registration Rights Agreement) under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agentWarrants, and the other lenders party thereto Engagement Letter (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementEngagement Letter")) dated as of March 29, 2002 with Roth Capital Partners, LLC (the "Placement Agent") are herein collectixxxx referred to as the "Basic Documents".

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 150,000,000 aggregate principal amount of its 97.25% Senior Notes due 2010 Due 2007 (the "Notes"). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "Indenture") to be dated as of January 25March 1, 2002 by and 1997 between the Company and U.S. Bank, N.A.The Bank of New York, as trustee (the "Trustee"). The Securities Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended 1933 (the "Act"), in reliance on one or more exemptions therefrom. In connection with the sale of the SecuritiesNotes, the Company has prepared a preliminary offering memorandum dated January 7February 28, 2002 1997 (together with the documents incorporated by reference therein, the "Preliminary Memorandum") and a final offering memorandum dated January 17March 10, 2002 1997 (together with 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 Securities, the terms of Notes and the offering of the SecuritiesNotes, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included or incorporated by reference therein. The Initial Purchasers and their direct and indirect transferees of the Securities Notes will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Securities or the Exchange Notes (as defined therein) or, in certain cases, the Registration Rights Agreement) Notes under the Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to shall issue and sell to the Initial Purchasers an aggregate of $450,000,000 aggregate 55,000,000 principal amount of its 910 5/8% Series A Senior Notes due 2010 2007 (the "“Senior Notes"”). The Senior Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an the indenture (the "“Indenture"”) to be dated as of January 25November 22, 2002 2000 by and between the Company and U.S. JPMorgan Chase Bank (formerly The Chase Manhattan Bank, N.A.), as trustee (the "“Trustee"”). The Senior Notes are sometimes referred to herein as the “Securities.” 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. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7, 2002 (the "Preliminary Memorandum") and a final offering memorandum dated January 17, 2002 the date hereof (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 Securities, the terms of the offering of the Securities, Securities and a description of the business of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the benefits of the a Registration Rights Agreement to be dated January 25, 2002, substantially 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 Company and the Guarantors will shall agree, among other things, to file a registration statement (the "Registration Statement") with the United States Securities and Exchange Commission (the "“Commission"”), under the circumstances set forth therein, (i) registering a registration statement under the Securities or Act (the “Exchange Offer Registration Statement”) relating to 10 5/8% Series B Senior Notes due 2007 of the Company (the “Exchange Notes”) to be offered in exchange (the “Exchange Offer”) for the Senior Notes, and (ii) as defined in and to the extent required by the Registration Rights Agreement) , a shelf registration statement pursuant to Rule 415 under the Act. In connection Act (the “Shelf Registration Statement” and, together with the sale Exchange Offer Registration Statement, the “Registration Statements”), relating to the resale by certain holders of the SecuritiesSenior Notes, and to use their reasonable best efforts to cause such Registration Statements to be declared effective. This Purchase Agreement (this “Agreement”), the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the CompanySenior Notes, the guarantors named thereinExchange Notes, Bankers Trust Company, as administrative agent, the Indenture and the other lenders party thereto (Registration Rights Agreement are hereinafter referred to collectively as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit Agreement")“Operative Documents.”

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers $450,000,000 250,000,000 aggregate principal amount of its 9-1/8% Senior Subordinated Notes due 2010 2007 (the "Notes"). The obligations of the Company under the Indenture (as hereinafter defined) and the Notes will be unconditionally guaranteed (the "Guarantees" and"), together with the Notes, the "Securities") by the Guarantors on a senior joint and several basis, by each Subsidiary Guarantor. The Securities Notes and the Guarantees are to be issued under an indenture pursuant to the Indenture (the "Indenture") to be ), dated as June 30, 1997, among the Company, The Bank of January 25New York, 2002 by and between the Company and U.S. Bank, N.A.a New York corporation, as trustee (the "Trustee"), and the Subsidiary Guarantors. The Notes and the Guarantees are hereinafter referred to collectively as the "Securities." The sale of 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 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. Holders of the Securities will have the benefits of a Registration Rights Agreement to be dated as of June 30, 1997 among the Issuers and the Initial Purchasers (the "Registration Rights Agreement"). In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 7June 12, 2002 1997 (the "Preliminary Memorandum") and prepared a final offering memorandum dated January 17June 19, 2002 1997 (the "Final Memorandum"; " and, together with the Preliminary Memorandum and Memorandum, the Final Memorandum each herein being referred to as a "Memorandum") setting forth or including a description of the terms of the Securities, the terms of the offering of the SecuritiesOffering, a description of the Company and the Guarantors and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Securities are being issued and their direct and indirect transferees of sold in connection with the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002, substantially in the form attached hereto as Exhibit A acquisition (the "Registration Rights Acquisition") by the Company of Lemmerz Holding GmbH, a limited liability company organized under the laws of the Federal Republic of Germany ("Lemmerz"), pursuant to the Purchase Agreement (the "Acquisition 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) $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 Guarantors fees and expenses of the Lemmerz Acquisition will agree, among other things, to file a registration statement 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") 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 Securities and Exchange Commission Acquisition, the Company is soliciting consents from holders of its 11% Senior Subordinated Notes due 2006 (the "CommissionOld Notes") registering to amendments (the Securities or "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) ), the 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 Act. In connection with the sale of the Securities, the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior credit facility among the Company, the guarantors named therein, Bankers Trust Company, Credit Agreement are collectively referred to as administrative agent, and the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior Credit AgreementTransactions.").

The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $450,000,000 88,000,000 aggregate principal amount at maturity (approximately $50,273,037 gross proceeds) of its 913 1/4 % Senior Discount Notes due 2010 2011 (the "Notes"“Securities”). The Notes will be unconditionally guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by the Guarantors on a senior basis. The Securities are to be issued under an indenture (the "“Indenture"”) to be dated as of January 25February 4, 2002 2004 by and between the Company and U.S. Bank, N.A.BNY Trust Midwest Company, as trustee Trustee (the "“Trustee"”). The Securities will be offered and sold to the Initial Purchasers Purchaser without being registered under the Securities Act of 1933, as amended (the "“Act"”), in reliance on exemptions therefrom. In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum dated January 722, 2002 2004 (the "“Preliminary Memorandum"”) and a final offering memorandum dated January 1728, 2002 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 Securities, the terms of the offering of the Securities, a description of the Company and the Guarantors its subsidiaries and any material developments relating to the Company and its subsidiaries occurring after the date of the most recent historical financial statements included therein. The Initial Purchasers Purchaser and their its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement to be dated January 25, 2002Agreement, substantially in the form attached hereto as Exhibit A (the "“Registration Rights Agreement"”), pursuant to which the Company and the Guarantors will agreehas agreed, among other things, to file a registration statement (the "“Registration Statement"”) with the Securities and Exchange Commission (the "“Commission"”) registering the Securities or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act. In connection with the sale offering of the Securities, certain Subsidiaries of the Company is concurrently entering into a new $355,000,000 aggregate principal amount senior will seek an amendment or waiver to (the “Amendment”) the amended and restated credit facility agreement, dated as of May 23, 2003, by and among the CompanySportRack, LLC, Valley Industries, LLC, Brink B.V., the guarantors named thereinother persons as designated as “Credit Parties” on the signature pages thereof, Bankers Trust Companythe financial institutions party thereto as Lenders, as administrative agentincluding without limitation, Antares Capital Corporation, Xxxxxxx Xxxxx Capital, and General Electric Capital Corporation (the other lenders party thereto (as amended, supplemented, modified, extended or restated from time to time, the "Senior “Credit Agreement"”).