Common use of Issue of Securities Clause in Contracts

Issue of Securities. Holding and the Issuer have authorized the issuance of 70,000 units (the "UNITS") consisting of $1,000 principal amount of the Notes and one Warrant (the "OFFERING"). The Notes are to be issued pursuant to the Indenture and the Warrants are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are referred to herein as the "SECURITIES". Each Note will be substantially in the form of the Note set forth as Exhibit A to the Indenture. Each Warrant will be substantially in the form of the Warrant set forth as Exhibit A to the Warrant Agreement. The Securities will be offered and sold to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger Agreement, (i) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included therein.

Issue of Securities. Holding and (a) On or before the Issuer Closing, the Company will have authorized the issuance original issue and sale to the Purchasers, in the respective amounts set forth on Schedule 1.1 hereto, of 70,000 units (the "UNITS"i) consisting of up to $1,000 80,000,000 aggregate principal amount of the its 11.0% Senior Notes and one Warrant due 2014 (the "OFFERING"“Notes”) and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 688,913 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). The Notes are to be issued pursuant to the Indenture and the Warrants are shall each individually be referred to be issued pursuant to the Warrant Agreement. The Units, Notes herein as a “Security” and Warrants are collectively referred to herein as the "SECURITIES". Each Note will be substantially in the form of the Note set forth as Exhibit A to the Indenture. Each Warrant will be substantially in the form of the Warrant set forth as Exhibit A to the Warrant Agreement. “Securities.” (b) The Securities will be offered and sold to the Initial Purchaser without being registered under Purchasers (the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant “Offering”) pursuant to the Merger Agreement, (i) the net proceeds exemption from registration afforded by Section 4(a)(2) of the Offering, together with Securities Act or Regulation S under the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders Securities Act and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary Company’s offering memorandum dated June 10October 9, 1997 (2012, as revised by the "PRELIMINARY MEMORANDUM") and prepared a final revised offering memorandum dated June 27October 10, 1997 2012 (the "FINAL MEMORANDUM" and“Offering Memorandum”). (c) The Notes will be issued pursuant to an indenture in the form attached hereto as Annex A (the “Indenture”), together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description to be dated as of the Closing Date, between the Company and U.S. Bank National Association as trustee (the “Trustee”). Each Note shall be dated the date of its issuance. (d) The Warrants will be issued pursuant to a warrant agreement substantially in the form attached as Annex B hereto (the “Warrant Agreement”). Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided in the Warrants, for a number of shares of Common Stock as provided in the Warrants (the “Warrant Shares”). Each Holder of Warrants or Warrant Shares will have certain registration rights with respect to Warrant Shares and other rights and obligations with respect to Warrants and Warrant Shares, as provided herein and in the Warrant Agreement. (e) The terms of and provisions contained in the Indenture, the Notes, the Warrant Agreement and the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the parties hereto, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby. (f) Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the OfferingSecurities Act, a description the Securities shall bear the following legend: THIS OFFER AND SALE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A SECURITIES: ONE YEAR (OR SUCH SHORTER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144 OR ITS SUCCESSOR RULE AS PERMITTING RESALES BY NON-AFFILIATES OF RESTRICTED SECURITIES WITHOUT RESTRICTION); OR IN THE CASE OF REGULATION S SECURITIES: [40 DAYS]1 [ONE YEAR]2 AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH HARVEST NATURAL RESOURCES, INC. (THE “ISSUER”) OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS PURCHASING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW 1 To be included only with respect to debt securities. 2 To be included only with respect to equity securities. TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE [TRUSTEE’S]3 [WARRANT AGENT’S]4 RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE [TRUSTEE]5 [WARRANT AGENT]6. [EACH HOLDER AGREES NOT TO ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARDS TO THE WARRANTS OR WARRANT SHARES UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.]7 THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Upon original issuance thereof and until such time as is no longer required under the applicable requirements of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to Internal Revenue Code, the Glasstech Entities and Glasstech's Subsidiaries occurring after Notes shall bear the date of the most recent financial statements included thereinfollowing legend: THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR INFORMATION REGARDING THE ISSUE DATE, ISSUE PRICE, AMOUNT OF OID PER $1,000 OF PRINCIPAL AMOUNT AND YIELD TO MATURITY FOR PURPOSES OF THE OID RULES, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, FAX: (▇▇▇) ▇▇▇-▇▇▇▇.

Issue of Securities. Holding and (a) On or before the Issuer Closing, DEC will have authorized the issuance original issue and sale to the Purchasers, in the respective amounts set forth on the signature pages hereof, of 70,000 units $35,000,000 aggregate principal amount of its 121/2% Senior Notes due April 24, 2003 (the "UNITSNotes"), to be substantially in the form attached hereto as Annex A, and an aggregate of 210,868 shares (the "Closing Shares") consisting of its Class A Common Stock, par value $1,000 0.0001 per share (the "Class A Common Stock"). In addition, on or before the Closing, DEC shall authorize the issue and delivery of PIK Notes pursuant to Section 1 of the Notes and the issue and delivery of additional shares of Class A Common Stock (the "Additional Class A Shares" and together with the Closing Shares, the "Class A Shares") pursuant to the Share Price Adjustment Agreement in the form attached hereto as Annex B (the "Share Price Adjustment Agreement"). The aggregate principal amount of the Notes and one Warrant (outstanding at any time may not exceed $35,000,000 plus the "OFFERING")aggregate principal amount of PIK Notes issued pursuant to Section 1 of the Notes. The Notes are to be issued pursuant to the Indenture and the Warrants are Class A Shares shall each individually be referred to be issued pursuant to the Warrant Agreement. The Units, Notes herein as a "Security" and Warrants are collectively referred to herein as the "SECURITIESSecurities.". (b) Each Note Holder of Class A Shares will be substantially have certain registration rights as set forth in the Amended and Restated Registration Rights Agreement in the form of attached hereto as Annex C (the Note set forth as Exhibit A "Registration Rights Agreement") and other rights and obligations with respect to the Indenture. Each Warrant will be substantially Class A Shares, as provided in the Amended and Restated Stockholders' Agreement in the form of the Warrant set forth attached hereto as Exhibit A to the Warrant Agreement. The Securities will be offered and sold to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger Agreement, (i) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 Annex D (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITYStockholders' Agreement"). The time terms and provisions pertaining to the Class A Shares and contained in the Share Price Adjustment Agreement shall constitute, and are hereby expressly made, a part of consummation of this Agreement and, to the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Timeextent applicable, the Surviving Company DEC and the Trustee will enter into a first supplemental indenture Holders, by their execution and delivery of this Agreement, expressly agree to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements such terms and undertakings of the Issuer in the Indenture provisions and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included thereinbe bound thereby.

Issue of Securities. Holding and (a) On or before the Issuer Closing Date, (i) the Company will have authorized the issuance issue and sale of 70,000 units (the "UNITS") consisting of $1,000 U.S.$[_______] aggregate principal amount of the Notes Notes; and (ii) the Company will have authorized the issue and one sale of the Warrants pursuant to an Amended and Restated Warrant Agreement substantially in the form attached hereto as Exhibit B (as amended or otherwise modified from time to time in accordance with the terms thereof, the "OFFERINGWarrant Agreement"). The Notes are to be issued pursuant to the Indenture and the Warrants are shall individually be referred to be issued pursuant to the Warrant Agreement. The Units, Notes herein as a "Security" and Warrants are collectively referred to herein as the "SECURITIESSecurities". Each Note will . (b) The Notes shall be substantially in the form of the Note set forth attached hereto as Exhibit A and shall include such notations, legends or endorsements set forth therefor or required by law. Each Note shall be dated the date of its issuance. The aggregate principal amount of the Notes shall be due and payable on the Stated Maturity Date. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Agreement and, to the Indenture. extent applicable, the Company and the Purchasers, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby. (c) Each Warrant will shall be evidenced by a certificate substantially in the form of the Warrant set forth attached as Exhibit A to the Warrant Agreement. The Securities will be offered and sold Agreement (each such certificate being referred to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with herein as a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENTWarrant Certificate"). Pursuant to Each Warrant Certificate shall be dated the Merger Agreementdate of its issuance. The Warrants will be exercisable, (i) in the net proceeds manner provided in the Warrant Agreement and the applicable Warrant Certificate, for a number of the Offering, together with the proceeds from an equity contribution shares of up to $15,000,000 Common Stock as provided therein (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITYWarrant Shares"). The time Holders of consummation Warrant Shares will have certain rights with respect to the Warrant Shares as provided in the Registration Rights Agreement. The terms and provisions contained in the Warrant Agreement and the Warrant Certificates shall constitute, and are hereby expressly made, a part of this Agreement and, to the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Timeextent applicable, the Surviving Company and the Trustee will enter into a first supplemental indenture Purchasers, by their execution and delivery of this Agreement, expressly agree to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements such terms and undertakings of the Issuer in the Indenture provisions and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included thereinbe bound thereby.

Issue of Securities. Holding and (a) On or before the Closing Date, (i) the Issuer will have authorized the issue and sale of $60,000,000 aggregate principal amount of the Bridge Notes; and (ii) the Issuer will have authorized the issuance of 70,000 units the Warrants pursuant to a Warrant Agreement, substantially in the form attached hereto as Exhibit E (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the "UNITS") consisting of $1,000 principal amount of the Notes and one Warrant (the "OFFERINGAgreement"). The Notes are to be issued pursuant to the Indenture and the Warrants are shall individually be referred to be issued pursuant to the Warrant Agreement. The Units, Notes herein as a "Security" and Warrants are collectively referred to herein as the "SECURITIESSecurities". Each Note will . (b) The Bridge Notes shall be substantially in the form of the Note set forth attached hereto as Exhibit A and shall include such notations, legends or endorsements set forth therefor or required by law. Each Bridge Note shall be dated the date of its issuance. The aggregate principal amount of the Bridge Notes shall be due and payable on the Bridge Note Maturity Date. The terms and provisions contained in the Bridge Notes shall constitute, and are hereby expressly made, a part of this Agreement and, to the Indenture. extent applicable, the Issuer and the Purchasers, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby. (c) Each Warrant will shall be evidenced by a certificate substantially in the form of the Warrant set forth attached as Exhibit A to the Warrant Agreement. The Securities will be offered and sold Agreement (each such certificate being referred to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with herein as a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENTWarrant Certificate"). Pursuant to Each Warrant Certificate shall be dated the Merger Agreementdate of its issuance. The Warrants will be exercisable, (i) in the net proceeds manner provided in the Warrant Agreement and the applicable Warrant Certificate, for a number of the Offering, together with the proceeds from an equity contribution shares of up to $15,000,000 Common Stock as provided therein (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITYWarrant Shares"). The time Holders of consummation Warrant Shares will have certain registration rights with respect to the Warrant Shares as set forth in the Warrant Registration Rights. The terms and provisions contained in the Warrant Agreement and the Warrant Certificates shall constitute, and are hereby expressly made, a part of this Agreement and, to the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Timeextent applicable, the Surviving Company Purchasers, by their execution and the Trustee will enter into a first supplemental indenture delivery of this Agreement, expressly agree to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements such terms and undertakings of the Issuer in the Indenture provisions and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included thereinbe bound thereby.

Issue of Securities. Holding and On or before the Issuer Closing (as hereinafter defined), the Company will have authorized the issuance of 70,000 units its 12% Senior Subordinated Notes due February 1, 2002 (the "UNITSSenior Subordinated Notes") consisting of $1,000 ), in the aggregate principal amount of $20,000,000, the issuance, at the option of the Company, of Secondary Notes (as defined below) and one Warrant the issuance, at the option of the Purchasers, of up to $4,000,000 of additional Senior Subordinated Notes (the "OFFERINGIncremental Notes"). The Notes are ) due February 1, 2002 as provided in Section 1.9 hereof, each to be issued pursuant to in the Indenture form attached hereto as Annex A. The Senior Subordinated Notes, the Secondary Notes and the Warrants Incremental Notes are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are collectively referred to herein as the "SECURITIESNotes." On or before the Closing, the Company will have authorized the issuance of its warrants (the "Initial Warrants") to purchase an aggregate of 6,616,367 shares of the Common Stock of the Company, $0.0001 par value ("Common Stock"), and the issuance of Incremental Warrants (as defined in Section 1.9 hereof), pursuant to a Warrant Agreement in the form attached hereto as Annex B (the "Warrant Agreement"). The Initial Warrants and the Incremental Warrants are collectively referred to herein as the "Warrants." Capitalized terms used herein without definition shall have the meanings specified in Section 7 hereof. The Notes, the Subsidiary Guarantees (as defined below) and the Warrants are collectively referred to herein as the "Securities." Each Note will be substantially in the principal amount of $100,000 or integral multiples of $50,000 in excess thereof, except that Secondary Notes may be issued in denominations of other than $100,000; and will be dated as provided in Section 1.2 or 1.9 hereof, as applicable, or, in the case of Secondary Notes, will be dated as of the interest payment date on which such Secondary Notes were issued. The Notes will be guaranteed by the Subsidiary Guarantors, each of whom shall execute a guarantee in the form attached hereto as Annex C (the "Subsidiary Guarantees"). The Company may, at its option, elect to pay interest on the Notes in additional Notes ("Secondary Notes") in lieu of the payment of up to one-half of the interest in cash as provided in the 7 Notes. Each issuance of Secondary Notes in lieu of any cash interest payment on the Notes shall be made pro rata with respect to the outstanding Notes, and the Company shall have the right to aggregate amounts of interest payable in the form of the Secondary Notes to a Holder of outstanding Notes and issue to such Holder a single Secondary Note set forth as Exhibit A to the Indenturein payment thereof. Each Warrant will be substantially dated as provided in Section 1.2 hereof and will otherwise be in the form of the Warrant set forth attached as Exhibit A to the Warrant Agreement. The Securities Warrants will be offered and sold to the Initial Purchaser without being registered under the Actexercisable, in reliance on exemptions therefrom. The Securities are being offered the manner provided in connection with the Warrant Agreement and the Warrants, for a Merger number of shares of Common Stock as provided for in the Warrant Agreement dated June 5, 1997 (as amended through the date hereof "Warrant Shares" and together with all ancillary agreements entered into therewiththe Warrants, the "MERGER AGREEMENTEquity Securities"). Pursuant You will have certain registration rights with respect to the Merger Agreement, (i) Warrant Shares as provided in a Registration Rights Agreement in the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 form attached hereto as Annex D (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGERRegistration Rights Agreement"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included therein.

Issue of Securities. Holding SECTION 3.01. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee or the Authenticating Agent for authentication. The Trustee or the Authenticating Agent shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by its Chairman of the Board of Directors, its President or a Vice President, without any further action by the Company. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon: (a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, certified by the Secretary or an Assistant Secretary of the Company; (b) an executed supplemental indenture, if any; (c) an Officers' Certificate; and (d) an Opinion of Counsel prepared in accordance with Section 14.03, which shall state (1) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 13.01(g), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture; (2) that the supplemental indenture, if any, when executed and delivered by the Company and the Issuer have authorized Trustee, will constitute a valid and legally binding obligation of the Company; (3) that such Securities, when authenticated and delivered by the Trustee or the Authenticating Agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, and will be entitled to the benefits of this Indenture; (4) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; (5) that the issuance of 70,000 units (such Securities will not contravene the "UNITS") consisting of $1,000 principal amount charter or by-laws of the Notes Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound and one Warrant under which long-term debt of the Company as reflected in its latest financial statements on file with the Securities and Exchange Commission is outstanding; and (the "OFFERING"). The Notes are to be issued pursuant 6) that all requirements of this Indenture applicable to the Indenture and the Warrants are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are referred to herein as the "SECURITIES". Each Note will be substantially Company in the form respect of the Note set forth as Exhibit A to execution and delivery by the Indenture. Each Warrant will be substantially in Company of such Securities and of such supplemental indenture, if any, have been complied with and that, assuming (a) all requisite corporate authorization on the form part of the Warrant set forth as Exhibit A to the Warrant Agreement. The Securities will be offered and sold to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger AgreementTrustee, (ib) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used continued compliance by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged Trustee with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the NotesIndenture specifically applicable to the Trustee, and (c) due authentication and delivery of such Securities by the Trustee or the Authenticating Agent, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included therein.execution

Issue of Securities. Holding SECTION 3.01. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication. The Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by its Chairman, any Vice Chairman, its President or any Vice President, without any further action by the Company. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 10.02) shall be fully protected in relying upon: (a) a Board Resolution relating thereto and, if applicable, an appropriate record of any action taken pursuant to such resolution, certified by the Secretary or an Assistant Secretary of the Company; (b) an executed supplemental indenture, if any; (c) an Officers' Certificate; and (d) an Opinion of Counsel prepared in accordance with Section 14.03, which shall also state: (1) that the form and terms of such Securities have been established by or pursuant to one or more Board Resolutions, by a supplemental indenture as permitted by Section 13.01(g), or by both such resolution or resolutions and such supplemental indenture, in conformity with the provisions of this Indenture; (2) that the supplemental indenture, if any, when executed and delivered by the Company and the Issuer have authorized Trustee, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and will be entitled to the benefits of this Indenture; (4) that the Company has the corporate power to issue such Securities, and has duly taken all necessary corporate action with respect to such issuance; (5) that the issuance of 70,000 units (such Securities will not contravene the "UNITS") consisting of $1,000 principal amount charter or by-laws of the Notes Company or result in any violation of any of the terms or provisions of any law or regulation or of any indenture, mortgage or other agreement by which the Company is bound and one Warrant under which long-term debt of the Company as reflected in its latest financial statements on file with the Securities and Exchange Commission is outstanding; and (the "OFFERING"). The Notes are to be issued pursuant 6) that all requirements of this Indenture applicable to the Indenture and the Warrants are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are referred to herein as the "SECURITIES". Each Note will be substantially Company in the form respect of the Note set forth as Exhibit A to execution and delivery by the Indenture. Each Warrant will be substantially in Company of such Securities and of such supplemental indenture, if any, have been complied with and that, assuming (a) all requisite corporate authorization on the form part of the Warrant set forth as Exhibit A to the Warrant Agreement. The Securities will be offered and sold to the Initial Purchaser without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger AgreementTrustee, (ib) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used continued compliance by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged Trustee with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the NotesIndenture specifically applicable to the Trustee, and (c) due authentication and delivery of such Securities by the Trustee, the execution and delivery of such supplemental indenture, if any, will not violate the terms of this Indenture, and that, other than compliance with federal and state securities laws, no authorization, approval or consent by any regulatory or statutory or other public authority is required in connection with the Offeringexecution and delivery of such supplemental indenture or for the creation, a description issuance, authentication and delivery of the Glasstech Entities Securities pursuant to this Indenture. The Trustee shall have the right to decline to authenticate and Glasstechdeliver any Securities under this Section if the issue of such Securities pursuant to this Indenture will affect the Trustee's Subsidiaries own rights, duties or immunities under the Securities and any material developments relating this Indenture or otherwise in a manner which is not reasonably acceptable to the Glasstech Entities Trustee. Notwithstanding the provisions of Section 2.02 and Glasstech's Subsidiaries occurring after of this Section 3.01, if all the Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate or supplemental indenture otherwise required pursuant to Section 2.02 or the written order of the Company, Officers' Certificate and Opinion of Counsel required pursuant to this Section 3.01 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of the most recent financial statements included thereinits authentication.

Issue of Securities. Holding (a) Subject to the satisfaction (or waiver) of the conditions set forth herein and subject to the teens and conditions of articles L. 228-38 and seq. of the French commercial code, the Company shall issue to the Purchaser, and the Issuer have authorized Purchaser agrees to subscribe, on the issuance Initial Closing Date (as defined below), to a total of 70,000 units (the "UNITS") consisting 10,000 Bonds, each Bond having a nominal value of $1,000 principal amount of the Notes and one Warrant 100 (the "OFFERING"as converted into Euros). The Notes are to consideration for the subscription of the entirety of the Bonds shall be issued pursuant to the Indenture and aggregate amount of $1,000,000 (as converted into Euros) (the Warrants are to be issued pursuant to the Warrant Agreement“Principal Amount”). The Units, Notes terms and Warrants are referred to herein as the "SECURITIES". Each Note will be substantially in the form conditions of the Note Bonds are further set forth out in Exhibit B. (b) The Purchaser shall be entitled to demand by written request, at any time following the date hereof (and before the Maturity Date (as defined in Exhibit A to the Indenture. Each Warrant will be substantially in the form B) of the Warrant set forth Bonds), that the Company undertake to convene as Exhibit A to soon as possible following such demand, an extraordinary meeting of its shareholders, such convening notice being accompanied by an agenda proposing, inter alia, resolutions authorizing the Warrant Agreementamendment of the terms and conditions of the Bonds such that the Bonds become the Convertible Bonds (the “Resolutions”). The Securities will be offered and sold Company shall use its best efforts to obtain the Initial Purchaser without being registered under approval of the ActResolutions by the shareholders. Notwithstanding the foregoing, in reliance on exemptions therefrom. The Securities are being offered if (i) a notice of a meeting of the Company’s shareholders in connection with the vote for approval of the Resolutions is not delivered to the Company’s shareholders within ten (10) business days of the execution hereof, (ii) a Merger Agreement dated June 5meeting of the Company’s shareholders in connection with the vote for approval of the Resolutions does not occur within forty-five (45) days of the execution hereof, 1997 or (iii) the Company’s shareholders do not approve the Resolutions; then the Purchaser shall be entitled to demand the early redemption of the Bonds, it being provided that the Company can repay the applicable redemption amount by issuing the Repayment Shares, in one or several times at the Purchaser’s option, for a total issuance price of $1,100,000 (as amended through converted into Euros), each ordinary share being issued at price equal to 90% of the date hereof and together average VWAP (as defined below) in the five (5) Trading Days immediately preceding the issuance date, such average price being calculated on the basis of the trading prices published’ on the NYSE Euronext website; it being provided that if the result of the above calculation is a number with all ancillary agreements entered into therewithdecimals, such number shall be rounded down to the nearest whole number; further provided, that if the result of the calculation of the price of the Repayment Shares is a number below the then applicable Nominal Value (as defined below), the "MERGER AGREEMENT"). Pursuant Company shall owe to the Merger AgreementPurchaser the True Up Receivable (as defined below) and the True Up Shares (as defined below) in accordance with the terms of Sections 1.1 (d)(i) and (ii), which shall apply mutatis mutandis. (c) Under the Convertible Bonds, the Purchaser shall be entitled to obtain, in one or several times, the conversion of all or part of the Convertible Bonds into, at the Purchaser’s option, either (i) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and Bond Shares or (ii) the Issuer will be merged with DSR Preferred Shares. The terms and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation conditions of the MergerConvertible Bonds are further set out in Exhibit C. (d) If converted into Bond Shares, each Convertible Bond shall be converted into a number of Bond Shares (N) calculated as follows (it being provided that if the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation result of the Merger below calculation is referred to herein as the "EFFECTIVE TIME." At the Effective Timea number with decimals, the Surviving Company and the Trustee will enter into a first supplemental indenture such number shall be rounded down to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of the Offering, a description of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating to the Glasstech Entities and Glasstech's Subsidiaries occurring after the date of the most recent financial statements included therein.nearest whole number):

Issue of Securities. Holding and the Issuer have The Company has authorized the issuance of 70,000 units (the "UNITS") consisting of $1,000 85,000,000 aggregate principal amount of the Notes and one Warrant (the "OFFERING"). The Notes which are to be issued pursuant to the Indenture and the Warrants are to be issued pursuant to the Warrant Agreement. The Units, Notes and Warrants are referred to herein as the "SECURITIES"Indenture. Each Note will be substantially in the form of the Note set forth as Exhibit A to the Indenture. Each Warrant Notes issued in book-entry form will be substantially issued in the form name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the Warrant date of the Closing (as defined in Section 2.2 of this Agreement) (the "DTC Letter of Representations"), among the Company, the Guarantors, the Trustee and the Depositary. The payment of principal of, premium and Additional Interest (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by the Guarantors, pursuant to their guarantees (the "Guarantees") and subject to the terms and conditions set forth in the Indenture and the exhibits and attachments thereto. The Notes and the Guarantees attached thereto are herein collectively referred to as Exhibit A the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the Warrant Agreement. "Exchange Securities." The Securities will be offered and sold to the Initial Purchaser Purchasers without being registered under the Act, in reliance on exemptions therefrom. The Securities are being offered in connection with a Merger Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENT"). Pursuant to the Merger Agreement, (i) the net proceeds of the Offering, together with the proceeds from an equity contribution of up to $15,000,000 (the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITY"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have Company has prepared a preliminary offering memorandum dated June 10March 20, 1997 2003 (the "PRELIMINARY MEMORANDUMPreliminary Memorandum") and prepared a final offering memorandum dated June 27March 20, 1997 2003 (the "FINAL MEMORANDUMFinal Memorandum" and, together with the Preliminary Memorandum, the "MEMORANDUMMemorandum") setting forth or including a description of the terms of the NotesSecurities, the terms of the Offeringoffering, a description of the Glasstech Entities Company and Glasstech's Subsidiaries its subsidiaries and any material developments relating to the Glasstech Entities Company and Glasstech's Subsidiaries its subsidiaries occurring after the date of the most recent financial statements included therein.

Issue of Securities. Holding and (a) On or before the Issuer Closing, DIMAC Holdings will have authorized the issuance original issue and sale to the Purchasers, in the respective amounts set forth on Schedule 1.1 hereto, of 70,000 units (i) $30,000,000 aggregate principal amount of its 15 1/2% Senior Notes due October 22, 2009, Series A (the "UNITSSeries A Notes"), (ii) 20,000 shares (the "Shares") consisting of its Common Stock, par value $1,000 .001 per share ("Common Stock"), and (iii) warrants (the "Warrants") to purchase an aggregate of 28,205 shares of Common Stock, pursuant to a Warrant Agreement in the form attached hereto as Annex A (the "Warrant Agreement"). The Series A Notes will be issued pursuant to an indenture in the form attached hereto as Annex B (the "Indenture"), to be dated as of October 22, 1998, between DIMAC Holdings and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Trustee"). Each Holder of Series A Notes will have certain registration rights as set forth in the Registration Rights Agreement in the form attached hereto as Annex C (the "Notes Registration Rights Agreement"). Pursuant to the Notes Registration Rights Agreement, the DIMAC Holdings will agree, among other things, to file with the SEC (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") relating to, among other things, the 15 1/2% Senior Notes due October 22, 2009, Series B, of DIMAC Holdings (the "Series B Notes" and, together with the Series A Notes, the "Notes"), identical in all material respects to the Series A Notes (except that the Series B Notes shall have been registered pursuant to such registration statement and shall not be subject to any registration rights of the holders thereof) to be offered in exchange for the Series A Notes (such offer to exchange being referred to as the "Registered Exchange Offer") and/or (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement") relating to the resale by certain holders of the Series A Notes. In addition, on or before the Closing, DIMAC Holdings shall authorize the issue and delivery of PIK Notes pursuant to Section 1 of the Notes. The aggregate principal amount of the Notes and one Warrant (outstanding at any time may not exceed $30,000,000 plus the "OFFERING"). The aggregate principal amount of PIK Notes are to be issued pursuant to Section 1 of the Indenture Notes. The Notes, the Shares and the Warrants are shall each individually be referred to be issued pursuant to the Warrant Agreement. The Units, Notes herein as a "Security" and Warrants are collectively referred to herein as the "SECURITIESSecurities." Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Series A Notes shall bear the following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS (OR SUCH SHORTER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(k) AS PERMITTING RESALES BY NON-AFFILIATES OF RESTRICTED SECURITIES WITHOUT RESTRICTION) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH DIMAC HOLDINGS, INC. (THE "ISSUER") OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS PURCHASING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. Upon original issuance thereof and until such time as is no longer required under the applicable requirements of the Internal Revenue Code of 1986, as amended, the Notes shall bear the following legend: THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS OCTOBER 22, 1998. FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID PER $1,000 OF PRINCIPAL AMOUNT AND YIELD TO MATURITY FOR PURPOSES OF THE OID RULES, PLEASE CONTACT THE CHIEF FINANCIAL OFFICER OF THE ISSUER AT ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇ NO. (404) 705-9929. (b) Each Note will Warrant shall be substantially in the form of the Note set forth as Exhibit A to the Indenture. Each Warrant will be substantially in the form of the Warrant set forth attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Securities Warrants will be offered and sold to the Initial Purchaser without being registered under the Actexercisable, in reliance on exemptions therefrom. The Securities are being offered the manner provided in connection with the Warrant Agreement and the Warrants, for a Merger number of shares of Common Stock as provided in the Warrant Agreement dated June 5, 1997 (as amended through the date hereof and together with all ancillary agreements entered into therewith, the "MERGER AGREEMENTWarrant Shares"). Pursuant Each Holder of Shares or Warrant Shares will have certain registration rights and other rights and obligations with respect to the Merger Shares and the Warrant Shares, as provided in the Stockholders' Agreement (and the related supplemental letter from DIMAC Holdings, ▇▇▇▇▇▇ De Leeuw & Co. ▇▇, L.P. and ▇▇▇▇▇▇ De Leeuw & Co. IV Associates, L.P.) in the form attached hereto as Annex D (such Stockholders' Agreement, (i) the net proceeds of the Offeringas supplemented and modified by such letter, together with the proceeds from an equity contribution of up to $15,000,000 (being referenced herein as the "EQUITY CONTRIBUTION") from Holding, will be used by the Issuer to acquire all of the outstanding capital stock of Glasstech, Inc. ("GLASSTECH") from its existing stockholders and (ii) the Issuer will be merged with and into Glasstech (the "MERGER"), with Glasstech surviving the Merger (the "SURVIVING COMPANY"). In addition, concurrently with the consummation of the Merger, the Surviving Company will execute and deliver a credit agreement (the "CREDIT AGREEMENT") con- sisting of a $10.0 million revolving credit facility (the "REVOLVING CREDIT FACILITYStockholders' Agreement"). The time of consummation of the Merger is referred to herein as the "EFFECTIVE TIME." At the Effective Time, the Surviving Company terms and the Trustee will enter into a first supplemental indenture to the Indenture (the "SUPPLEMENTAL INDENTURE") providing for the express assumption by the Surviving Company of the covenants, agreements and undertakings of the Issuer provisions contained in the Indenture and under the Notes. In connection with the sale of the Securities, Holding, the Issuer and Glasstech (collectively, the "GLASSTECH ENTITIES") have prepared a preliminary offering memorandum dated June 10, 1997 (the "PRELIMINARY MEMORANDUM") and prepared a final offering memorandum dated June 27, 1997 (the "FINAL MEMORANDUM" and, together with the Preliminary Memorandum, the "MEMORANDUM") setting forth or including a description of the terms of the Notes, the terms of Notes Registration Rights Agreement, the OfferingStockholders' Agreement, the Warrants and the Warrant Agreement shall constitute, and are hereby expressly made, a description part of the Glasstech Entities and Glasstech's Subsidiaries and any material developments relating this Agreement and, to the Glasstech Entities extent applicable, the parties hereto, by their execution and Glasstech's Subsidiaries occurring after the date delivery of the most recent financial statements included thereinthis Agreement, expressly agree to such terms and provisions and to be bound thereby.