Common use of Conditions of the Obligations of the Purchasers Clause in Contracts

Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and each Guarantor of its obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a customary "comfort letter", dated the date of this Agreement, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP in form and substance satisfactory to the Purchasers concerning the financial information with respect to the Company set forth in the Offering Document. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the prospects, financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole which, in the reasonable judgment of a majority in interest of the Purchasers including CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over- the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including CSFBC, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchasers shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Company and the Guarantors substantially in the form attached hereto as EXHIBIT A. (d) The Purchasers shall have received from Cravath, Swaine & ▇▇▇▇▇, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as CSFBC may require, and the Company shall have furnished to such counsel such documents as it reasonably requests for the purpose of enabling it to pass upon such matters. (e) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company and the Guarantors in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Guarantors in this Agreement are true and correct, that the Company and the Guarantors have in complied all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Circular or as described in such certificate. (f) The Purchasers shall have received a letter, dated the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. The Company and the Guarantors will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and each Guarantor of its obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a customary "comfort letter", dated the date of this Agreement, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Deloitte & Touche LLP in form and substance satisfactory to the Purchasers concerning the financial information with respect to the Company set forth in the Offering DocumentGeneral Disclosure Package. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the prospects, condition (financial conditionor other), business, properties or results of operations of the Company and its subsidiaries taken as a whole which, in the reasonable judgment of a majority in interest of the Purchasers including CSFBCL▇▇▇▇▇, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including CSFBCL▇▇▇▇▇, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, ; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over- over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States States; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including CSFBCL▇▇▇▇▇, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchasers shall have received an opinionopinion and negative assurance letter, each dated the Closing Date, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel the General Counsel for the Company and the Guarantors substantially in the form attached hereto as EXHIBIT A.forms set forth in Exhibit A-1 and Exhibit A-2 hereto. (d) The Purchasers shall have received from Cravathan opinion and negative assurance letter, Swaine & each dated the Closing Date, of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, counsel for the Company, substantially in the form set forth in Exhibit B-1 and Exhibit B-2 hereto. (e) The Purchasers shall have received the opinion, dated the Closing Date, of D▇▇▇▇▇ G▇▇▇▇▇▇ PLLC, Michigan counsel for the Company, substantially in the form set forth in Exhibit C-1, and the opinions of DLA Piper USA LLP, Illinois counsel for the Company, B▇▇▇▇, Winick, Graves, Gross, Baskerville, & Schoenebaum, P.L.C., Iowa counsel for the Company, G▇▇▇ Plant M▇▇▇▇, Minnesota counsel for the Company and S▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & R▇▇▇▇▇▇▇▇ LLP, Missouri counsel for the Company substantially in the form set forth in Exhibit C-2, Exhibit C-3, Exhibit C-4 and Exhibit C-5, respectively. (f) The Purchasers shall have received from Milbank, Tweed, H▇▇▇▇▇ & M▇▇▇▇▇ LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the General Disclosure Package and the Final Offering CircularMemorandum, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as CSFBC L▇▇▇▇▇ may require, and the Company shall have furnished to such counsel such documents as it reasonably requests they request for the purpose of enabling it them to pass upon such matters. (eg) The Purchasers shall have received an opinion, dated the Closing Date, of S▇▇▇▇▇, ▇▇▇▇▇ & S▇▇▇▇▇▇▇, P.C., federal energy regulatory counsel for the Company, substantially in the form set forth in Exhibit D hereto. (h) The Purchasers shall have received a certificate, dated the Closing Date, of the President Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company and the Guarantors in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Guarantors in this Agreement are true and correct, that the Company and the Guarantors have in has complied all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the Offering Document General Disclosure Package there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the General Disclosure Package and the Final Offering Circular or as described in such certificateMemorandum. (fi) The Purchasers shall have received a letter, dated the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Deloitte & Touche LLP which meets the requirements of subsection (a) of this Section, except that (x) such letter shall also apply to the financial information set forth in the Final Offering Memorandum and (u) the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (j) The Asset Acquisition shall have closed and each condition to the closing thereof contemplated by the Asset Acquisition Documents will have been satisfied or waived. The Purchasers shall have received conformed copies of the Asset Acquisition Documents. The Company and the Guarantors will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers L▇▇▇▇▇ shall reasonably request. CSFBC may L▇▇▇▇▇ may, in its sole discretion waive discretion, waive, on behalf of the Purchasers Purchasers, compliance with any conditions to the obligations of the Purchasers hereunder.

Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and each Guarantor of its obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a customary "comfort letter", dated the date of this Agreement, of ▇▇▇▇▇▇ ▇Coopers & ▇▇▇▇▇▇▇ LLP L.L.P. in form and substance satisfactory to the Purchasers concerning the certain financial information with respect to the Company set forth in the Offering DocumentDocument and, to the extent covered in such letter, the Additional Issuer Information. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls that would, in the judgment of CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the prospects, condition (financial conditionor other), business, properties or results of operations of the Company and or its subsidiaries taken as a whole which, in the reasonable judgment of a majority in interest of the Purchasers including CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (iiB) any downgrading in the rating of any debt securities or preferred stock of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook); (iiiC) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over- theover-the- counter market; (vD) any banking moratorium declared by U.S. Federal or New York authorities; or (viE) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of major hostilities or act of terrorism involving in which the United StatesStates is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including CSFBC, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchasers shall have received an opinion, dated the Closing Date, of ▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Company and the Subsidiary Guarantors substantially to the effect that: (i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, and has the corporate power and corporate authority to own its properties and to conduct its business as described in the Offering Memorandum. (ii) Each of the Subsidiary Guarantors has been duly incorporated and is an existing corporation in good standing under the laws of its state of incorporation, and has the corporate power and corporate authority to own its properties and to conduct its business as described in the Offering Memorandum. (iii) The Indenture has been duly authorized , executed and delivered by the Company and each of the Subsidiary Guarantors, and, assuming due authorization, execution and delivery by the Trustee, will constitute a valid and binding obligation of the Company and each Subsidiary Guarantor, en forceable in accordance with its terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iv) The Notes have been duly authorized and conform in all material respects to the description thereof contained in the Offering Memorandum, and when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (v) The Guarantees have been duly authorized by each Subsidiary Guarantor and con form attached hereto in all material respects to the description thereof in the Offering Memorandum and will constitute valid and binding obligations of each Subsidiary Guarantor, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors' rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (vi) All the outstanding shares of capital stock of the Company issued in connection with the recapitalization of the Company effective February 14, 1997 pursuant to a Stock Purchase and Sale Agreement, dated as EXHIBIT A.of December 23, 1996, among the Company and the other parties thereto and the reclassification of the Company's capital stock effective March 31, 1997 have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive rights under the Company's Certificate of Incorporation, any applicable laws, or agreement or instrument listed on Schedule A to such opinion. (vii) Each of this Agreement and the Registration Agreement has been duly authorized, executed and delivered by the Company and each Subsidiary Guarantor. (viii) None of the Company or the Subsidiary Guarantors is and, after giving effect to the offering and sale of the Notes and the application of the proceeds therefrom as described in the Offering Memorandum, will be an "investment company" as defined in the Investment Company Act of 1940. (ix) It is not necessary in connection with the offer, sale and delivery of the Notes by the Company to the Initial Purchasers pursuant to this Agreement or the initial resale of such Notes by the Initial Purchasers in the manner contemplated by this Agreement, to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act, it being understood that such opinion shall be based on certain assumptions set forth therein and that such counsel will express no opinion as to any subsequent resale of the Notes. (x) No Governmental Approval is required for the execution and delivery of this Agreement, the Registration Agreement, the Indenture, the Guarantees or the Notes, and the consummation of the transactions contemplated hereby and thereby, including the issuance or sale of the Notes by the Company, except such as may be required under state securities laws. (xi) The execution and delivery and performance by the Company and the Subsidiary Guarantors of this Agreement and the Indenture, and the issuance and sale of the Notes and the Guarantees and compliance with the terms and provisions thereof will not result in a breach or violation of any terms and provisions of, or constitute a default under, (a) any applicable law or any order, injunction or decree of any governmental agency or body or any court having jurisdiction over the Company or any subsidiary of the Company or any of their properties, which have been identified to such counsel by the Company and listed on Schedule B to such opinion, (b) the agreements and instruments provided to such counsel by the Company and set forth on Schedule A to such opinion (except for breaches and violations of the foregoing which will not have a material adverse effect on the Company and its subsidiaries taken as a whole); provided, however, such counsel will express no opinion with respect to any financial ratio or other financial tests contained therein, or (c) the Certificate of Incorporation or By-laws of the Company or any such subsidiary. The Company has the corporate power and corporate authority to authorize, issue and sell the Notes as contemplated in this Agreement and each Subsidiary Guarantor has the corporate power and corporate authority to authorize and issue its Guarantee as contemplated by this Agreement. (xii) To such counsel's knowledge, except as described in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or threatened to which the Company or any Subsidiary Guarantor is a party or to which any of their respective property is subject which would be required to be described in the Offering Memorandum if it were a prospectus included in a registration statement on Form S-1 under the Securities Act. (xiii) The descriptions in the Offering Memorandum of statutes, legal and governmental proceedings, contracts and other documents, insofar as such descriptions constitute a summary of such statutes, legal and governmental proceedings, contracts and other documents referred to therein, fairly present the information called for with respect to such information in all material respects. (xiv) Such counsel has no reason to believe that the Offering Document, or any amendment or supplement thereto, as of the date thereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading, it being understood that such counsel is not passing upon, and does not assume and responsibility for the accuracy, completeness or fairness of the statements contained in the Offering Document and have made no independent check or verification thereof (except as to matters referred to in clause (xiii)); it being understood that such counsel need express no opinion as to the financial statements, or other financial, statistical or accounting data included in, or excluded from, the Offering Document. (d) The Purchasers shall have received from Cravath, Swaine O'Melveny & ▇▇▇▇▇▇ LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities, the Offering CircularDocument, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as CSFBC may require, and the Company shall have furnished to such counsel such documents as it reasonably requests they request for the purpose of enabling it them to pass upon such matters. (e) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company and the Guarantors each Subsidiary Guarantor in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Guarantors in this Agreement are true and correct, that the Company and the Guarantors have in each Subsidiary Guarantor has complied all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and and, with respect to the Company's certificate, that, subsequent to the date of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Circular Document or as described in such certificate. (f) The Purchasers shall have received a letter, dated the Closing Date, of ▇▇▇▇▇▇ ▇Coopers & ▇▇▇▇▇▇▇ LLP L.L.P. which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three business days prior to the Closing Date for the purposes of this subsection. The Company and the Guarantors will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC may in its sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance by the Company and each Guarantor the Guarantors of its their respective obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received (i) a customary "comfort letter", dated the date of this Agreement, of Ernst & Young LLP in form and substance satisfactory to the Purchasers concerning the financial information with respect to the Company and the Guarantors set forth in the Offering Document and (ii) a letter, dated the date of this Agreement, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Co., P.C. in form and substance satisfactory to the Purchasers concerning the financial information with respect to the Company Capital City Roll-Offs, Inc. set forth in the Offering Document. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, or (ii) (A) any change, or any development or event involving a prospective change, in the condition (financial or other), prospects, financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole one enterprise which, in the reasonable judgment of a majority in interest of the Purchasers including CSFBCthe Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (iiB) any downgrading in the rating of any debt securities or preferred stock of the Company or any Guarantor by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company or any Guarantor (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including CSFBC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (ivC) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over- over-the-counter market; (vD) any banking moratorium declared by U.S. Federal or New York authorities; or (viE) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of major hostilities or act of terrorism involving in which the United StatesStates is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including CSFBCthe Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchasers shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇ ▇▇, Will & ▇▇▇▇▇, counsel for the Company and Company, (or, with respect to the Guarantors such local counsel to the Company as is reasonably acceptable to the Purchasers) substantially in the form of Exhibit 1 attached hereto as EXHIBIT A.hereto. (d) The purchasers shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, General Counsel of the Company, substantially in the form of Exhibit 2 attached hereto. (e) The Purchasers shall have received from Cravath, Swaine Debevoise & ▇▇▇▇▇▇▇▇, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Indenture and the Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and such other related matters as CSFBC the Initial Purchasers may requirereasonably request, and the Company such counsel shall have furnished received such papers and information as they may reasonably request to such counsel such documents as it reasonably requests for the purpose of enabling it enable them to pass upon such matters. (ef) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company and the Guarantors of each Guarantor in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Guarantors such Guarantor in this Agreement are true and correct, that the Company and the Guarantors such Guarantor have in complied all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date dates of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Circular Document or as described in such certificate. (fg) The Purchasers shall have received a letter, dated the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Young LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. The . (h) On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Purchasers such further certificates and documents as the Purchasers shall reasonably request. (i) The Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the Guarantors The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC The Representatives may in its sole their joint discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.

Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company Issuer and the Guarantors each Guarantor herein, to the accuracy of the statements of officers of the Company Issuer and the Guarantors Holdings made pursuant to the provisions hereof, to the performance by the Company Issuer and each Guarantor of its their obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a customary "comfort letter", dated the date of this Agreement, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Young LLP in form confirming that they are independent public accountants within the meaning of the Securities Act and substance satisfactory to the Purchasers concerning the financial information with respect to the Company set forth applicable published rules and regulations thereunder (“Rules and Regulations”) in the Offering Document.form attached as Exhibit B. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the prospects, condition (financial conditionor other), business, properties or results of operations of the Company Holdings and its subsidiaries taken as a whole one enterprise which, in the reasonable judgment of a majority in interest of the Purchasers including CSFBCPurchasers, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company Issuer or Holdings by any "“nationally recognized statistical rating organization" ” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company Issuer or Holdings (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company Issuer or Holdings has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including CSFBCPurchasers, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company Issuer on any exchange or in the over- over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States States; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including CSFBCPurchasers, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) There shall exist at and as of the Closing Date no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under any Transaction Agreement as in effect at the Closing Date which condition would reasonably be expected to be material and adverse to the interests of the Purchasers. (d) The Purchasers shall have received an opinion, dated the Closing Date, from Mayer, Brown, ▇▇▇▇ & Maw LLP, counsel for the Issuer, substantially in the form of Exhibit C and from ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company and the Guarantors Holdings, substantially in the form attached hereto as EXHIBIT A.of Exhibit D. (de) The Purchasers shall have received from Cravath, Swaine & ▇▇▇▇▇▇ LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the CompanyIssuer, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company Issuer to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as CSFBC the Purchasers may require, and the Company Issuer and Holdings shall have furnished to such counsel such documents as it reasonably requests they request for the purpose of enabling it them to pass upon such matters. (e) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company and the Guarantors in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties of the Company and the Guarantors in this Agreement are true and correct, that the Company and the Guarantors have in complied all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the Offering Document there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Circular or as described in such certificate. (f) The Purchasers shall have received a letter, dated the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Young LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (g) The Purchasers shall have received a certificate, dated the Closing Date, of the Chief Executive Officer or any Vice President and a principal financial or accounting officer of Holdings in which such officers, to the best of their knowledge after reasonable investigation, shall state that the representations and warranties in Section 2 of this Agreement are true and correct and that, subsequent to the respective date of the most recent financial statements in the Offering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations of Holdings and its subsidiaries taken as a whole except as set forth in or contemplated by the Offering Document or as described in such certificate. (h) The Issuer, the Guarantors and the Trustee shall have entered into the Indenture and the Purchasers shall have received counterparts, conformed as executed, thereof. (i) The Issuer, the Guarantors and the Purchasers shall have entered into the Registration Rights Agreement and the Purchasers shall have received counterparts, conformed as executed, thereof. (j) The Offered Securities shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market. (k) On or prior to the Closing Date, the Issuer shall have provided to each of the Purchasers and counsel to the Purchasers copies of all Transaction Documents, including but not limited to legal opinions relating to the Transactions. (l) The Equity Contribution shall have been consummated to the reasonable satisfaction of the Purchasers. (m) The Acquisition shall have occurred or shall occur substantially simultaneously with the closing of the purchase and sale of the Offered Securities. (n) the Guarantors shall have executed counterparts of this Agreement in the form attached as Exhibit A hereto and the Purchasers shall have received copies thereof. The Company and the Guarantors Issuer will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC CSFB and Goldman may in its their sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder, whether in respect of an Optional Closing Date or otherwise.

Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors herein, to the accuracy of the statements of officers of the Company and the Guarantors made pursuant to the provisions hereof, to the performance in all material respects by the Company and each Guarantor of its obligations hereunder and to the following additional conditions precedent: (a) The Purchasers shall have received a customary "comfort letter"letters, dated the date of this Agreement, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Ernst & Young LLP and Deloitte & Touche LLP in form and substance satisfactory to the Purchasers concerning the financial and other information with respect to the Company and AmeriPath set forth in the Offering Document. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the prospects, financial condition, business, properties assets, operations, condition (financial or results of operations other) or prospects of the Company Company, AmeriPath and its subsidiaries the Subsidiaries taken as a whole which, in the reasonable judgment of a majority in interest either of the Purchasers including CSFBCManagers, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company or AmeriPath by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company or AmeriPath (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company or AmeriPath has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest either of the Purchasers including CSFBCManagers, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, ; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company or AmeriPath on any exchange or in the over- over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest either of the Purchasers including CSFBCManagers, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The Purchasers shall have received an opinion, dated the Closing Date, of Reboul, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Company and the Guarantors Company, substantially in the form attached hereto as EXHIBIT Exhibit A. (d) The Purchasers shall have received an opinion, dated the Closing Date, of ▇▇▇▇▇▇ & Bird, counsel for AmeriPath, substantially in the form attached hereto as Exhibit B. (e) The Purchasers shall have received opinions, dated the Closing Date, of local counsel from such jurisdictions and in such a form as may be reasonably requested by the Purchasers and their counsel. (f) The Purchasers shall have received an opinion dated the Closing Date, of Winston & ▇▇▇▇▇▇, special regulatory counsel for the Company, substantially in the form of Exhibit C. (g) The Purchasers shall have received from Cravath, Swaine & ▇▇▇▇▇, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the CompanyCompany and AmeriPath, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as CSFBC the Managers may require, and the Company shall have furnished to such counsel such documents as it reasonably requests they request for the purpose of enabling it them to pass upon such matters. (eh) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company and the Guarantors in which such officers, to the best of their knowledge after reasonable investigation, officer shall state on behalf of the Company that the representations and warranties of the Company and the Guarantors in this Agreement are true and correct, that the Company and the Guarantors have in has complied all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the Offering Document Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change, change in the financial condition, business, properties assets, operations, condition (financial or results of operations otherwise) or prospects of the Company and its subsidiaries taken as a whole Company, except as set forth in or contemplated by the Offering Circular Document or as described in such certificate. (fi) The Purchasers shall have received a lettercertificate, dated the Closing Date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the President or any Vice President and a principal financial or accounting officer of AmeriPath in which such officers shall state on behalf of AmeriPath that the representations and warranties of the Company in this Agreement that relate to AmeriPath are true and correct, and that, subsequent to the date of the most recent financial statements in the Offering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change in the business, assets, operations, condition (financial or otherwise) or prospects of AmeriPath and the Subsidiaries taken as a whole, except as set forth in or contemplated by the Offering Document or as described in such certificate. (j) The Purchasers shall have received letters, dated the Closing Date, of Ernst & Young LLP and Deloitte & Touche LLP, which meets meet the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (k) The Merger shall have occurred or shall occur substantially simultaneously with the closing of the purchase and sale of the Offered Securities. The Company and the Guarantors will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. CSFBC The Managers may in its their sole discretion waive on behalf of the Purchasers compliance with any conditions to the obligations of the Purchasers hereunder.