Common use of Transaction References Clause in Contracts

Transaction References. The Company agrees that Prudential and Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes and the maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When this Agreement is executed and delivered by the Company, Prudential and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORP. By: XXXXX X. XXXXXXXX Title: Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement is hereby Accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., as investment manager By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULE

Transaction References. The Company agrees that Prudential and Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes and the maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 * * * * * When this Agreement is executed and delivered by the Company, Prudential and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORP. Modine Manufacturing Company By: XXXXX /s/ Xxxxxxx X. XXXXXXXX Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Executive Vice President-, Finance, Secretary Chief Financial Officer and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement is hereby Accepted accepted and agreed to as of the date hereofthereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU /s/ Xxxxxx X. Xxxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU /s/ Xxxxxx X. Xxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By: TAN VU /s/ Xxxxxx X. Xxxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEPresident

Transaction References. The Company agrees that each of Prudential and Prudential Private Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes Company and the maximum aggregate principal amount of the Notes and the date on which the this Facility was established, on its internet site site, social media channels or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When this Agreement is executed and delivered * * * * * The execution hereof by the Company, Prudential and Purchasers shall constitute a contract among the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, Company and Prudential for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each Initial Purchaser, on the other handexecuted counterpart constituting an original but all together only one agreement. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORP. By: XXXXX X. XXXXXXXX Title: Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement is hereby Accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENTXXXXXXXXX NATIONAL LEASING, INC. By: TAN VU /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Secretary/Treasurer Accepted as of the date first written above. PGIM, INC. By: /s/ Xxxxxx Xxxxxxx Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: PURCHASER SCHEDULE Schedule A-1 (to Private Shelf Agreement) INFORMATION SCHEDULE Authorized Officers for Prudential Investment Managementand Prudential Affiliates Authorized Officers for the Company Schedule A-2-2 Defined Terms Capitalized terms used but not otherwise defined in this Agreement (including this Schedule B) shall have the respective meanings assigned thereto in the Parent Guaranty Agreement. As used herein, Inc., as investment manager By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEthe following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company agrees that Prudential and Prudential Capital Group Investment Management, Inc. may (a) refer to its role in establishing originating the Facilitypurchase of the Notes from the Company, as well as the identity of the CompanyCompany and the Parent, the Series A Notes and the maximum aggregate principal amount of the Notes and issue date of the date on which the Facility was establishedNotes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When * * * * * HOU03:1282704 If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORP. ByXXXX RANCH STORAGE, LLC By Name: XXXXX Xxxxx X. XXXXXXXX Xxxxx Title: President and Chief Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Officer HOU03:1282704 This Agreement is hereby Accepted accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU ___________________________________ Vice President PRUCO LIFE INSURANCE COMPANY By: ___________________________________ Assistant Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU ___________________________________ Assistant Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager By:______________________________ Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., as investment manager By: TAN VU :______________________________ Vice President SIGNATURE PAGE HOU03:1282704 INFORMATION RELATING TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE PURCHASERS PURCHASER SCHEDULE Xxxx Ranch Storage, LLC 7.75% Senior Secured Notes due 2016 Aggregate Principal Amount of Notes to be Purchased Note Denomination(s) THE PRUDENTIAL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEAMERICA $10,000,000 $10,000,000

Transaction References. The Company agrees that Prudential and Prudential Private Capital Group may (a) refer to its role in establishing the Facilityorigination of the purchase of the Notes from the Company, as well as the identity of the Company, the Series A aggregate principal amount and issue date of the Notes and the maximum aggregate principal amount of the Notes and the date on which the Facility was establishedFacility, on its internet site site, social media channels or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When this Agreement is executed and delivered by the Company, Prudential and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. * * * * * 50 Very truly yours, WAUSAU PAPER CORPTHE COMPANY: XXXXXXX RENTCORP By: Name: Title: THE SUBSIDIARY GUARANTORS: ENVIROPLEX, INC. By: XXXXX X. XXXXXXXX Name: Title: Executive Vice President-FinanceMOBILE MODULAR MANAGEMENT CORPORATION By: Name: Title: XXXXX TANK RENTALS, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement LLC By: Name: Title: 51 The foregoing is hereby Accepted and agreed to as of the date hereofthereof. PRUDENTIAL INVESTMENT MANAGEMENTPGIM, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AMERICA, as a holder of Series B Notes By: TAN VU Vice President PRUCO FARMERS NEW WORLD LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc.COMPANY, as investment manager By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY a holder of Series B Notes and a holder of Series C Notes By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE ZURICH AMERICAN INSURANCE COMPANY COMPANY, as a holder of Series B Notes By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION 52 MUTUAL TRUST LIFE INSURANCE COMPANY, A PAN AMERICAN LIFE INSURANCE GROUP STOCK COMPANY (f/k/a MTL Insurance Company), as a holder of Series B Notes By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE PRUDENTIAL RETIREMENT INSURANCE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEANNUITY COMPANY, as a holder of Series C Notes By: PGIM, Inc., investment manager By: Vice President THE LINCOLN NATIONAL LIFE INSURANCE COMPANY, as a holder of Series C Notes By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President 53 PHYSICIANS MUTUAL INSURANCE COMPANY, as a holder of Series C Notes By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President

Transaction References. The Company agrees that Prudential each of NYL Investors LLC, the Purchasers and Prudential Capital Group their respective Affiliates may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes Company and the maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When * * * * * MSC Industrial Direct Co., Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORP. ByMSC Industrial Direct Co., Inc. By /s/ Rxxxxx Xxxxx Name: XXXXX X. XXXXXXXX Rxxxxx Xxxxx Title: Executive Vice President-FinanceVP and CFO MSC Industrial Direct Co., Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Inc. Note Purchase Agreement This Agreement is hereby Accepted accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. New York Life Insurance Company By: TAN VU /s/ Cxxxxxxxxxx X. Xxxxx Name: Cxxxxxxxxxx X. Xxxxx Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA New York Life Insurance And Annuity Corporation By: TAN VU NYL Investors LLC, its Investment Manager By: /s/ Cxxxxxxxxxx X. Xxxxx Name: Cxxxxxxxxxx X. Xxxxx Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, Jxxx Hxxxxxx Life Insurance Company (U.S.A.), as Beneficiary, Jxxx Hxxxxxx Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ Cxxxxxxxxxx X. Xxxxx Name: Cxxxxxxxxxx X. Xxxxx Title: Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment ManagementDefined Terms As used herein, Inc., as investment manager By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEthe following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company agrees that Prudential each of Prudential, the Purchasers and Prudential Capital Group their respective Affiliates may (a) refer to its or their role in establishing purchasing the FacilityNotes, as well as the identity of the Company, the Series A Notes Company and the maximum aggregate principal amount and the date of the applicable Closing in respect of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When  * * * * *  -55- MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance.     Very truly yours, WAUSAU PAPER CORP  MSC INDUSTRIAL DIRECT CO., INC. By   By /s/ Xxxxxx Xxxxx  Name: XXXXX X. XXXXXXXX Xxxxxx Xxxxx  Title: Executive Vice President-FinancePresident and Chief Financial Officer  MSC Industrial Direct Co., Secretary Inc. Note Purchase and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Private Shelf Agreement This Agreement is hereby Accepted accepted and agreed to as of the date hereof.     PRUDENTIAL INVESTMENT MANAGEMENT, INC. RETIREMENT INSURANCE AND ANNUITY COMPANY    By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment ManagementPGIM, Inc.,  as investment manager    By: TAN VU /s/ Xxxx Xxxxxx  Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE    FARMERS NEW WORLD INSURANCE COMPANY   By: Prudential Private Placement Investors, L.P. (as Investment Advisor)    By: Prudential Private Placement Investors, Inc. (as its General Partner)    By: TAN VU /s/ Xxxx Xxxxxx  Vice President UNITED  MSC Industrial Direct Co., Inc. Note Purchase and Private Shelf Agreement  This Agreement is hereby accepted and agreed to as of the date hereof.     THE INDEPENDENT ORDER OF OMAHA LIFE INSURANCE COMPANY FORESTERS    By: Prudential Private Placement Investors, L.P.  (as Investment Advisor)   By: Prudential Private Placement Investors, Inc. (as its General Partner)   By: TAN VU s/ Xxxx Xxxxxx  Vice President COMPANION   UNITED OF OMAHA LIFE INSURANCE COMPANY   By: Prudential Private Placement Investors, L.P.  (as Investment Advisor)    By: Prudential Private Placement Investors, Inc. (as its General Partner)    By: TAN VU /s/ Xxxx Xxxxxx  Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULE  DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company agrees that Prudential and Prudential Capital Group may may, with the prior written consent of the Company (not to be unreasonably withheld or delayed), (a) refer to its role in establishing originating the Facilitypurchase of the Notes from the Company, as well as the identity of the Company, the Series A Notes Company and the maximum aggregate principal amount and issue date of the Notes and the date on which the Facility was establishedNotes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When reference * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpat1 of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORPNATIONAL HEALTH INVESTORS, INC. By: XXXXX X. XXXXXXXX /s/J. Xxxxxx Xxxxxxxx Name: J. Xxxxxx Xxxxxxxx Title: President and Chief Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Officer This Agreement is hereby Accepted accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU /s/Xxxxxx Xxxxxx Vice President PRUCO LIFE FARMERS INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION EXCHANGE By: Prudential Private Placement Investors, L.P. (as Investment Management, Inc., as investment manager Advisor) By: TAN VU Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/Xxxxxx Xxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. sits General Partner) By: /s/Xxxxxx Xxxxxx Vice President FARMERS NEW WORLD LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU /s/Xxxxxx Xxxxxx Vice President UNITED OF OMAHA PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc. as investment manager By: /s/Xxxxxx Xxxxxx Vice President PICA HARTFORD LIFE & ANNUITY COMFORT TRUST By: The Prudential Insurance Company of America, as Grantor By: /s/Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President PRUCO LIFE INSURANCE COMPANY By: /s/Xxxxxx Xxxxxx Assistant Vice President THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. By: Prudential Investment Management (Japan), Inc., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/Xxxxxx Xxxxxx Vice President By: PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST By: Prudential Investment Management, Inc., as investment manager By: /s/Xxxxxx Xxxxxx Vice President THE INDEPENDENT ORDER OF FORESTERS By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU /s/Xxxxxx Xxxxxx Vice President COMPANION THE GIBRALTAR LIFE INSURANCE COMPANY CO., LTD. By : Prudential Investment Managem ent Japan Co., Ltd., as Investment Manager By: Prudential Private Placement InvestorsInvestment Management, L.P. (Inc., as Investment Advisor) Sub-Adviser By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU /s/Xxxxxx Xxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULE[Signature Page to Note Purchase Agreement] DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company and the Trust each agrees that Prudential and Prudential Capital Group may (a) refer to its role in originating the purchase of the Notes from the Company and in establishing the Facility, as well as the identity of the CompanyCompany and the Trust, the Series A Notes and Notes, the Series B Notes, the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s and/or the Trust’s corporate logo in conjunction with any -64- such reference, subject to the Company’s and the Trust’s approval, as applicable, such approval not to be unreasonably withheld, conditioned or delayed. 49 When * * * * * -65- If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you, the Company, on one hand, Company and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of AcceptanceTrust. Very truly yours, WAUSAU PAPER CORP. By: XXXXX X. XXXXXXXX RAMCO-XXXXXXXXXX PROPERTIES, L.P. By [Title: Executive Vice President] RAMCO-Finance, Secretary XXXXXXXXXX PROPERTIES TRUST By [Title] (Signature Page to Note Purchase and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Private Shelf Agreement) This Agreement is hereby Accepted accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU ___________________________________ Vice President PRUCO THE GIBRALTAR LIFE INSURANCE COMPANY OF NEW JERSEY CO., LTD By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Prudential Investment Management Japan Co., Ltd. (as Investment Manager) By: Prudential Investment Management, Inc., Inc. (as investment manager Sub-Adviser) By: TAN VU ______________________________ Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT FARMERS INSURANCE EXCHANGE MID CENTURY INSURANCE COMPANY XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK ZURICH AMERICAN INSURANCE COMPANY AMERICAN INCOME LIFE INSURANCE COMPANY FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA LIBERTY NATIONAL LIFE INSURANCE COMPANY THE INDEPENDENT ORDER OF FORESTERS By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU ______________________________ (Signature Page to Note Purchase and Private Shelf Agreement) Vice President UNITED OF OMAHA LIFE INSURANCE UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement InvestorsManagement, Inc. (as its General PartnerInvestment Manager) By: TAN VU :______________________________ Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEPresident

Transaction References. The Company Obligors agrees that each of Prudential Investment Management, Inc. and Prudential Capital Group may (a) refer to its role in establishing the Facilitythis Agreement, as well as the identity of the Company, the Series A Notes any Obligor and the maximum aggregate principal amount of the Notes and the date on which the Facility Agreement was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo of any Obligor in conjunction with any such reference. 49 When If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between among the CompanyExisting Noteholders, on one hand, the Company and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of AcceptanceGuarantor. Very truly yours, WAUSAU PAPER CORP. FIRSTSERVICE CORPORATION By: XXXXX /s/ Xxxx X. XXXXXXXX Xxxxxxxxxxxx Name: Xxxx X. Xxxxxxxxxxxx Title: Executive Senior Vice President-FinancePresident and Chief Financial Officer FIRSTSERVICE DELAWARE, Secretary LP By: FirstService Corporation, its General Partner By: /s/ Xxxx X. Xxxxxxxxxxxx Title: Senior Vice President and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT Chief Financial Officer This Agreement is hereby Accepted accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ByBy /s/ Engin Okaya Name: TAN VU Engin Okaya Title: Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION BAYSTATE INVESTMENTS, LLC By: Prudential Private Placement Investors, L.P., as Investment ManagementAdvisor By: Prudential Private Placement Investors, Inc., as investment manager ByGeneral Partner By /s/ Engin Okaya Name: TAN VU Engin Okaya Title: Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE MUTUAL OF OMAHA INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (L.P., as Investment Advisor) Advisor By: Prudential Private Placement Investors, Inc. (as its Inc., General Partner) ByPartner By /s/ Engin Okaya Name: TAN VU Engin Okaya Title: Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (L.P., as Investment Advisor) Advisor By: Prudential Private Placement Investors, Inc. Inc., General Partner By /s/ Engin Okaya Name: Engin Okaya Title: Vice President SCHEDULE A INFORMATION RELATING TO PURCHASERS Existing Noteholder Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Note is Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Number; Original Principal Amount R-1; US$25,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer The Bank of New York New York, NY ABA # 000-000-000 Acct. # 000-0000-000 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as its General Partneramong principal, premium and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Prudential Investment Management, Operations & Systems Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Manager, Xxxxxxxx and Collections Fax: 000-000-0000 with a copy to: The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Managing Director Fax: 000-000-0000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Managing Director Fax: 000-000-0000 Existing Noteholder Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Signature block format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU ________________________________ Name: Title: Vice President COMPANION Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tax Identification Number 00-0000000 Existing Noteholder Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Note is Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Number; Original Principal Amount R-2; US$5,700,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer The Bank of New York New York, NY ABA # 000-000-000 Acct. # 000-0000-000 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Prudential Investment Management, Operations & Systems Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Manager, Xxxxxxxx and Collections Fax: 000-000-0000 with a copy to: The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Managing Director Fax: 000-000-0000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Managing Director Fax: 000-000-0000 Signature block format THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ________________________________ Name: Title: Vice President Existing Noteholder Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tax Identification Number 00-0000000 Existing Noteholder Name BAYSTATE INVESTMENTS, LLC Name in Which Note is Registered BAYSTATE INVESTMENTS, LLC Note Registration Number; Original Principal Amount R-3; US$10,950,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer Fleet Bank ABA # 000-000-000 Acct. # 9429114060 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments Baystate Investments, LLC 000 Xxxxxxxx Xxxxxx, Xxxxx X-0 Mail Stop B-03-01 Xxxxxx, XX 00000 Attn: Bank Relations with telephonic prepayment notices to: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Address for All Other Notices Prudential Private Placement Investors, L.P. 0 Xxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Xxxxxx Xxxxx Senior Vice President Fax: 000-000-0000 Signature block format BAYSTATE INVESTMENTS, LLC By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tax Identification Number 00-0000000 Existing Noteholder Name MUTUAL OF OMAHA INSURANCE COMPANY Name in Which Note is Registered MUTUAL OF OMAHA INSURANCE COMPANY Note Registration Number; Original Principal Amount R-4; US$4,350,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank ABA # 000-000-000 Attn: Private Income Processing For credit to: Mutual of Omaha Insurance Company Account #: 900-9000200 A/C: G09587 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments JPMorgan Chase Bank 0000 Xxxxxx Xxxxxxx, 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: X. Xxxx Income Processing Ref: A/C: G09587 Address for All Other Notices Prudential Private Placement Investors, L.P. Xxxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxxx Xxxxx Managing Director Fax: 000-000-0000 Other Instructions MUTUAL OF OMAHA INSURANCE COMPANY By: Prudential Private Placement Investors, L.P., as Investment Advisor By: Prudential Private Placement Investors, Inc., General Partner By: ________________________________ Name: Title: Vice President Instructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tax Identification Number 00-0000000 Existing Noteholder Name UNITED OF OMAHA LIFE INSURANCE COMPANY Name in Which Note is Registered UNITED OF OMAHA LIFE INSURANCE COMPANY Note Registration Number; Original Principal Amount R-5; US$4,000,000 Payment on Account of Note Method Account Information Federal Funds Wire Transfer JPMorgan Chase Bank ABA # 000-000-000 Attn: Private Income Processing For credit to: United of Omaha Insurance Company Account #: 900-9000200 A/C: G09588 Re: (See “Accompanying information” below) Accompanying Information Name of Issuer: FIRSTSERVICE DELAWARE, LP Description of Security: 6.40% Guaranteed Senior Secured Note due September 30, 2015 PPN: 33763@ AB 2 Due date and application (as among principal, premium and interest) of the payment being made. Address for Notices Related to Payments JPMorgan Chase Bank 0000 Xxxxxx Xxxxxxx, 00xx Xxxxx Xxxxxx, XX 00000-0000 Attn: X. Xxxx Income Processing Ref: A/C: G09588 Address for All Other Notices Prudential Private Placement Investors, L.P. Xxxx Xxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxxx Xxxxx Managing Director Fax: 000-000-0000 Signature block format UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (L.P., as Investment Advisor) Advisor By: Prudential Private Placement Investors, Inc. (as its Inc., General Partner) Partner By: TAN VU ________________________________ Name: Title: Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEInstructions for Delivery of Notes The Prudential Insurance Company of America c/o Prudential Capital Group 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx X. Xxxxxxxxx, Esq. Tax Identification Number 00-0000000 SCHEDULE B DEFINED TERMS As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company agrees that Prudential and Prudential Capital Group may (a) refer to its role in establishing originating the Facilitypurchase of the Notes from the Company, as well as the identity of the Company, the Series A Notes Company and the maximum aggregate principal amount and issue date of the Notes and the date on which the Facility was establishedNotes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORPENCORE CAPITAL GROUP, INC. By: XXXXX /s/ X. XXXXXXXX Xxxxxxx Xxxxx Name: X. Xxxxxxx Xxxxx Title: Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement President & CEO The foregoing is hereby Accepted and agreed to as of the date hereofthereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU /s/ Xxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU /s/ Xxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /s/ Xxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., as investment manager By: TAN VU /s/ Xxxxxx Xxxxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULESCHEDULE A PURCHASER SCHEDULE [*] [*] The asterisk denotes that confidential portions of this exhibit consisting of the following six pages of Schedule A have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE B

Transaction References. The Company agrees Obligors agree that Prudential and Prudential PRICOA Capital Group may (a) refer to its role in establishing purchasing the FacilityNotes, as well as the identity of the Company, the Series A Notes Obligors and the maximum aggregate principal amount of the Notes and the date on which the Facility was establishedpurchase occurred, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the CompanyIssuer’s corporate logo in conjunction with any such reference. 49 When If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the CompanyObligors, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between among you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of AcceptanceObligors. Very truly yours, WAUSAU PAPER CORPBA HOLDINGS, INC. By Name: Title: LUXFER HOLDINGS PLC By Name: Title: LUXFER GROUP LIMITED By: Name: Title: LUXFER GROUP 2000 LIMITED By: Name: Title: LUXFER GAS CYLINDERS LIMITED By: Name: Title: LUXFER GROUP SERVICES LIMITED By: Name: Title: MAGNESIUM ELEKTRON LIMITED By: Name: Title: LUXFER OVERSEAS HOLDINGS LIMITED By: Name: Title: LUXFER GAS CYLINDERS CHINA HOLDINGS LIMITED By: Name: Title: XXX CHEMICALS INC. By: XXXXX X. XXXXXXXX Name: Title: Executive Vice President-FinanceMAGNESIUM ELEKTRON NORTH AMERICA, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INC. By: Name: Title: LUXFER INC. By: Name: Title: 72 XXXX METALS, INC. By: Name: Title: READE MANUFACTURING COMPANY By: Name: Title: LUXFER MAGTECH, INC. By: Name: Title: This Agreement is hereby Accepted accepted and agreed to as of the date hereofthereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Name: Title: Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., as investment manager By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE RGA REINSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Name: Title: Vice President UNITED Schedule A INFORMATION RELATING TO PURCHASERS Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF OMAHA LIFE AMERICA Name in which Notes are to be registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Original Notes Registration number(s); principal amount(s) R-1; US$45,820,000 Series A Notes (after exchange) Registration number(s); principal amount(s) RA-1; US$5,976,521.74 Series B Notes Registration number(s); principal amount(s) RB-1; US$19,921,739.13 Series C Notes Registration number(s); principal amount(s) RC-1; US$19,921,739.13 Payment on account of Note Method Account information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account Name: Prudential Managed Portfolio Account No.: P86188 (do not include spaces) Ref: “Accompanying Information” below Accompanying information Name of Issuer: BA HOLDINGS INC. Description of Security: 6.19% Senior Secured Guaranteed Notes due June 15, 2018 PPN: 05523* AA5 Security No.: INV11372 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made. Address / Fax # for notices related to payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Xxxxxxxx and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Schedule A-1 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Address for all other notices The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza, Suite 5600 000 X. Xxxxxxx Avenue Chicago, IL 60601 Attn: Managing Director, PRICOA Instructions re Delivery of Notes and closing sets Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attn: Xxxxxxx X. Xxxxxx, Esq. Signature Block THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President Tax identification number 00-0000000 Schedule A-2 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in which Notes are to be registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Original Notes (before exchange) Registration number(s); principal amount(s) R-2; US$11,680,000 Series A Notes (after exchange) Registration number(s); principal amount(s) RA-2; US$1,523,478.26 Series B Notes Registration number(s); principal amount(s) RB-2; US$5,078,260.87 Series C Notes Registration number(s); principal amount(s) RC-2; US$5,078,260.87 Payment on account of Note Method Account information Federal Funds Wire Transfer JPMorgan Chase Bank New York, NY ABA No.: 000-000-000 Account Name: The Prudential — Privest Portfolio Account No.: P86189 (do not include spaces) Ref: “Accompanying Information” below Accompanying information Name of Issuer: BA HOLDINGS INC. Description of Security: 6.19% Senior Secured Guaranteed Notes due June 15, 2018 PPN: 05523* AA5 Security No.: INV11372 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made. Address / Fax # for notices related to payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Xxxxxxxx and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: 000-000-0000 Fax: 000-000-0000 Schedule A-3 Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Address for all other notices The Prudential Insurance Company of America c/o Prudential Capital Group Two Prudential Plaza, Suite 5600 000 X. Xxxxxxx Avenue Chicago, IL 60601 Attn: Managing Director, PRICOA Instructions re Delivery of Notes and closing sets Prudential Capital Group 0000 Xxxx Xxxxxx, Suite 4200E Dallas, TX 75201 Attn: Xxxxxxx X. Xxxxxx, Esq. Signature Block THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: Name: Title: Vice President Tax identification number 00-0000000 Schedule A-4 Purchaser Name RGA REINSURANCE COMPANY Name in which to register Note(s) HARE & CO. Original Notes Note Registration Number(s); Principal Amount(s) R-3; US$7,500,000 Series A Notes Note Registration Number(s); Principal Amount(s) RA-3; US$7,500,000 Payment on account of Note Method Account Information Federal Funds Wire Transfer The Bank of New York Mellon ABA #000-000-000 BNF Account No.: IOC 566 For credit to: RGA Reinsurance Company Ref: “Accompanying Information” below. Accompanying Information Name of Issuer: BA HOLDINGS INC. Description of Security: 6.19% Senior Secured Guaranteed Notes due June 15, 2018 PPN: 05523* AA5 Due date and application (as among principal, interest and Yield-Maintenance Amount) of the payment being made. Address for notices related to payments RGA Reinsurance Company Attn: Banking Dept. 0000 Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxxxx, XX 00000-0000 Address for all other notices Prudential Private Placement Investors, L.P. c/o Prudential Capital Group Two Prudential Plaza, Suite 5600 000 X. Xxxxxxx Avenue Chicago, IL 60601 Attn: Managing Director, PRICOA Instructions re: delivery of Notes The Bank of New York Mellon One Wall Street - 3rd Floor Window A Xxx Xxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxx (212-635-6742) Ref: RGA Private Placement Prudential Financial Account No. 0000128863 Cc: Prudential Capital Group Form signature block RGA REINSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Name: Title: Vice President COMPANION LIFE INSURANCE Purchaser Name RGA REINSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULETax Identification Number 00-0000000 Schedule A-6 Schedule B

Transaction References. The Company agrees that Prudential and Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes, the Series B Notes and the maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When this Agreement is executed and delivered by the Company, Prudential and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yoursUniversal Forest Products, WAUSAU PAPER CORP. Inc. By: XXXXX X. XXXXXXXX Title: Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Chief Financial Officer The foregoing Agreement is hereby Accepted and agreed to accepted as of the date hereoffirst above written. PRUDENTIAL INVESTMENT MANAGEMENTPrudential Investment Management, INCInc. By: Vice President The Prudential Insurance Company of America By: Vice President [Signature page to Note Purchase and Private Shelf Agreement] The Prudential Life Insurance Company, LTD. The Gibraltar Life Insurance Co., LTD. By: TAN VU Prudential Investment Management (Japan), Inc. (as Investment Manager) By: Prudential Investment Management, Inc. (as Sub-Adviser) By: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION Prudential Arizona Reinsurance Captive Company Prudential Annuities Life Assurance Corporation By: Prudential Investment Management, Inc., as investment manager By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment AdvisorManager) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement InvestorsPURCHASER SCHEDULE PRUDENTIAL INVESTMENT MANAGEMENT, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEINC.

Transaction References. The Company agrees that Prudential and Prudential Capital Group may (a) refer to its role in establishing originating the Facilitypurchase of the Notes from the Company, as well as the identity of the Company, the Series A Notes Company and the maximum aggregate principal amount and issue date of the Notes and the date on which the Facility was establishedNotes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium medium, and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement is executed and delivered by return it to the Company, Prudential and the Initial Purchasers, it whereupon this Agreement shall become a binding agreement between you and the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORPENCORE CAPITAL GROUP, INC. By: XXXXX X. XXXXXXXX /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Executive Vice President-Finance, Secretary and Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement President & CEO The foregoing is hereby Accepted and agreed to as of the date hereofthereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU /s/ Mxxxxx Xxxxxxxx Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU /s/ Mxxxxx Xxxxxxxx Vice President PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., investment manager By: /s/ Mxxxxx Xxxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: Prudential Investment Management, Inc., as investment manager By: TAN VU /s/ Mxxxxx Xxxxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. SCHEDULE A PURCHASER SCHEDULE Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Name in Which Notes are to be Registered THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Note Registration Numbers; Original Principal Amounts [*] Payment on Account of Notes Method: Federal Funds Wire Transfer Account Information: [*] Account No.: [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: [*] Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Sxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 400-000-0000 Other Instructions THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: ________________________________ Name: Title: Vice President [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name THE PRUDENTIAL INSURANCE COMPANY OF AMERICA Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Sxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Jxxxx X. Xxxxx, Esq. Tax Identification Number [*] [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUCO LIFE INSURANCE COMPANY Name in Which Notes are to be Registered PRUCO LIFE INSURANCE COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Federal Funds Wire Transfer Method [*] ABA No.: [*] Account Information Account No.: [*] Account Name: [*] Re: (see “Accompanying Information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: [*] Each such wire transfer shall also set forth the due date and application (as among principal, interest, and Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Pruco Life Insurance Company c/o The Prudential Insurance Company of America c/o Investment Operations Group Gateway Center Two, 10th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Attn: Manager, Billings and Collections with telephonic prepayment notices to: Manager, Trade Management Group Tel: (000) 000-0000 Fax: (000) 000-0000 Address for All Other Notices The Prudential Insurance Company of America c/o Prudential Capital Group Four Embarcadero Center, Sxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: Managing Director Fax: 400-000-0000 Other Instructions PRUCO LIFE INSURANCE COMPANY By: ________________________________ Name: Title: Instructions re Delivery of Notes Prudential Capital Group Four Embarcadero Center, Sxxxx 0000 Xxx Xxxxxxxxx, XX 00000-4180 Attn: Jxxxx X. Xxxxx, Esq. Tax Identification Number [*] [*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Purchaser Name PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Name in Which Notes are to be Registered PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY Note Registration Numbers; Principal Amounts [*] Payment on Account of Note Method Account Information Federal Funds Wire Transfer [*] Account No.: [*] Re: (See “Accompanying information” below) Accompanying Information Name of Company: Encore Capital Group, Inc. Description of Security: 7.75% Senior Secured Notes due 2017 PPN: [*] Each such wire transfer shall also set forth the due date and application (as among principal, interest, Make-Whole Amount, if any) of the payment being made. Address for Notices Related to Payments Prudential Retirement Insurance and Annuity Company c/o Prudential Investment Management, Inc. Private Placement InvestorsTrade Management PRIAC Administration Gateway Center Four, L.P. 7th Floor 100 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 with telephonic prepayment notices to: Manager, Trade Management Group Tel: (as Investment Advisor000) By000-0000 Fax: (000) 000-0000 Address for All Other Notices Prudential Private Placement InvestorsRetirement Insurance and Annuity Company c/o Prudential Capital Group Four Embarcadero Center, Inc. (as its General Partner) BySxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-4180 Attn: TAN VU Vice President UNITED OF OMAHA LIFE Managing Director Fax: 400-000-0000 Other Instructions PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Private Placement InvestorsInvestment Management, L.P. (as Investment Advisor) Inc., investment manager By: Prudential Private Placement Investors, Inc. (as its General Partner) By________________________________ Name: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY ByTitle: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULE[*] The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.

Transaction References. The Company Issuer agrees that each of Prudential and Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the CompanyIssuer, the Series A Notes and the maximum aggregate principal amount of the Notes and the date on which the this Facility was established, on its internet site site, social media channels or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s Issuer's corporate logo in conjunction with any such reference. 49 * * * * * When this Agreement is executed and delivered by the CompanyIssuer, Prudential and the Initial Purchasers, it shall become a binding agreement between the CompanyIssuer, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, WAUSAU PAPER CORP. THE DAVEY TREE EXPERT COMPANY By: XXXXX /s/Xxxxxxxxxxx X. XXXXXXXX Xxxx Name: Xxxxxxxxxxx X. Xxxx Title: Executive Vice President-Finance, Secretary and President & Treasurer SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT This Agreement is hereby Accepted accepted and agreed to as of the date hereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: TAN VU Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: TAN VU Vice President PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY By: TAN VU /s/ Xxxxxxx Xxxxxxx Vice President PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION ARIZONA REINSURANCE TERM COMPANY By: Prudential Investment ManagementPGIM, Inc., as investment manager By: TAN VU /s/ Xxxxxxx Xxxxxxx Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT FORETHOUGHT LIFE THE INDEPENDENT ORDER OF FORESTERS ZURICH AMERICAN INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU /s/ Xxxxxxx Xxxxxxx Vice President UNITED OF OMAHA LIFE INSURANCE COMPANY By: Prudential Private Placement InvestorsDEFINED TERMS As used herein, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President COMPANION LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: TAN VU Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT INFORMATION SCHEDULEthe following terms have the respective meanings set forth below or set forth in the Section hereof following such term: