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

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder required to be performed at or prior to the Closing Date and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLPLic. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Company’s in-house counsel, to furnish to the Representative its opinion and negative assurance letterhis opinion, each dated the Closing Date and addressed to the Representative, in substantially in the form of as set forth in Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 A hereto. (b) The Company shall have requested and caused ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇ S.C., the general counsel of the Company Company’s Mexican counsel, to furnish to the Representative an its opinion, dated the Closing Date and addressed to the Representative, in substantially in the form of as set forth in Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor Cravath, Swaine & ▇▇▇▇▇ LLP, the Company’s U.S. counsel, to furnish to the Representative their respective opinionsits opinion, dated the Closing Date and addressed to the Representative, in substantially in the form of as set forth in Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Company shall have requested and caused Jalife, Caballero, ▇▇▇▇▇▇▇ y Asociados, S.C., the Company’s Mexican intellectual property counsel, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, in substantially the form as set forth in Exhibit D hereto. (e) The Company shall have requested and caused MacMillan, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC, the Company’s Ohio counsel, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, in substantially the form as set forth in Exhibit E hereto. (f) The Company shall have requested and caused ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇, LLP, the Company’s federal patent counsel, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, in substantially the form as set forth in Exhibit F hereto. (g) The Company shall have requested and caused de Obaldia & ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, the Company’s Panamanian counsel, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, in substantially the form as set forth in Exhibit G hereto. (h) The Company shall have requested and caused ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., the Company’s special Delaware counsel, to furnish to the Representative his opinion dated the Closing Date and addressed to the Representative, in substantially the form as set forth in Exhibit H hereto. (i) The Company shall have requested and caused ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, the Company’s special Switzerland counsel, to furnish to the Representative his opinion dated the Closing Date and addressed to the Representative, in substantially the form as set forth in Exhibit I hereto. (j) The Representative shall have received from ▇▇▇Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPand ▇▇▇▇▇▇ & ▇▇▇▇▇, S.C., counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageCollateral Documents, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ek) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board, the Chief Executive Officer or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiariesSubsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fl) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP Tohmatsu to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representative, confirming that they are independent accountants within the meaning of the requirements of auditing standards generally accepted in Mexico and providing “management comfort” stating in effect that: (i) in their opinion the audited financial statements included in the Final Memorandum and reported on by them comply as to form with generally accepted accounting principles in Mexico. (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company, Vitro Packaging, Comegua and their respective consolidated Subsidiaries, their limited review in accordance with the standards established under Statement on Auditing Standards No. 100 of the unaudited interim financial information for the three-month periods ended March 31, 2003 and 2004, and at March 31, 2003 and 2004; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the shareholders and directors of the Company, Vitro Packaging, Comegua and their respective consolidated Subsidiaries and the audit committee of Vitro, S.A. de C.V.; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company, Vitro Packaging, Comegua and their respective consolidated Subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that: (A) any unaudited financial information contained included in the Disclosure Package and Final Memorandum is not in conformity with generally accepted accounting principles in Mexico applied on a basis substantially consistent with that of the audited financial statements included in the Final Memorandum; or (B) with respect to the period subsequent to March 31, 2004, there were any changes, at a specified date not more than five days prior to the date of the letter, in the combined long-term or short-term debt of the Company, Vitro Packaging, Comegua and their respective Subsidiaries or combined capital stock of the Company, Vitro Packaging, and Comegua, or decreases in the combined stockholders’ equity of the Company, Vitro Packaging, Comegua, or changes in the combined working capital of the Company, Vitro Packaging, Comegua, and their respective Subsidiaries as compared with the amounts shown on the March 31, 2004 consolidated balance sheet included or incorporated by reference in the Final Memorandum, or for the period from April 1, 2004 to such specified date there were any decreases, as compared with the corresponding period in the previous years in revenues, operating income or income before income taxes or in net income of the Company, Vitro Packaging, Comegua, and their respective Subsidiaries, except in all instances for changes or decreases set forth in such letter or set forth in the Final Memorandum, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representative. (giii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company, Vitro Packaging, Comegua, and their respective subsidiaries) set forth in the Final Memorandum, including the information set forth under the captions “Summary” and “Selected Combined Financial Information” and the information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Final Memorandum agrees with the accounting records of the Company, Vitro Packaging, Comegua, and their respective Subsidiaries, excluding any questions of legal interpretation. The Company shall have received from Deloitte Touche Tohmatsu (and furnished to the Representatives) a report with respect to a review of unaudited interim financial information of the Company in accordance with Statement on Auditing Standards No. 100. All references in this Section 6(l) to the Final Memorandum include any amendment or supplement thereto at the date of the applicable letter. (m) On the Closing Date, the Company shall have paid, or shall have caused to be paid, all outstanding obligations under the Glass Containers Credit Facility, and the agreement shall have been terminated and of no force and effect. (n) On the Closing Date, the Company shall have delivered to the Representative the following documents relating to the Collateral: (i) The Collateral Documents, duly authorized, executed and delivered by each of the Company and any Grantor Subsidiary which is a party thereto and applicable third parties other than the Mortgages and the Stock Pledge Agreements which are permitted by the Master Collateral and Intercreditor Agreement to be entered into after the Closing Date; (ii) Copies of UCC financing statements in favor of the Collateral and Intercreditor Agent to be filed with the Delaware Secretary of State with respect to the Collateral as defined in the Vitro Packaging Security Agreement, the Non-Possessory Pledge Agreements in appropriate form for filing with the Public Registry of Commerce and preventive notices (avisos preventivos) to be filed with the applicable public registries of property (registros públicos de propiedad), and such other documents under applicable law in each jurisdiction as may be necessary or appropriate to perfect the liens created by the Collateral Documents; (iii) A UCC termination statement to be filed with the Delaware Secretary of State with respect to the assets in which Vitro Packaging granted a security interest to secure the obligations under the Glass Containers Credit Facility; (iv) Such other certificates, opinions, documents and instruments relating to the Collateral as may have been reasonably requested by the Representative; (v) The Release dated as of the Closing Date between the Company and the lenders under the Glass Containers Credit Facility releasing all security interests and liens created in connection with the Glass Containers Credit Facility; and (vi) The executed Agency Agreements. (o) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto)) but at or prior to the Closing Date, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fk)(ii)(B) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hp) The As of the Closing Date, the Securities shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the NASD and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (iq) Subsequent to the Execution TimeTime but at or prior to the Closing Date, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jr) Prior As of the Closing Date, the Company directly or through one of its Subsidiaries shall have acquired shares representing 49.7% of the capital stock of Comegua, and Comegua shall have become a subsidiary of the Company pursuant to the terms of Comegua Share Purchase Agreement. (s) As of the Closing Date, the Company shall have acquired 100% of the shares of capital stock of Vitro Packaging and Vitro Packaging shall have become a subsidiary of the Company pursuant to the terms of Vitro Packaging Merger Agreement. (t) At or prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of U.S. counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish Subsequent to the Representative its opinion Execution Time and negative assurance letter, each dated prior to the Closing Date and addressed to Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Representativedirection of the possible change, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for rating accorded the Company, to furnish to the Representative its opinion, dated as Company or any of the Closing Date and addressed to securities of any Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Representative, substantially in the form of Exhibit A-2 heretoAct. (b) The Company There shall not have been any Material Adverse Change from that set forth in the Disclosure Package, that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable or inadvisable to market or deliver the Securities on the terms and in the manner contemplated in the Disclosure Package; and the Representatives shall have requested and caused received, on the general counsel of the Company to furnish the Representative an opinionClosing Date, a certificate, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) either the chief executive officer of the Company and (y) the principal or chief financial or accounting officer of the Company, dated the Closing Date, to the effect foregoing effect. Such certificate will also provide that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement contained herein are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and. The officer making such certificate may rely upon the best of his knowledge as to proceedings threatened. (c) The Company shall have requested and caused ▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary for the Company, to furnish to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a Material Adverse Effect); (ii) since the date all of the most recent financial statements included issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, and (except as otherwise set forth in the Disclosure Package and the Final Memorandum Memorandum) are owned directly by the Company’s parent, Westar Energy, Inc. (exclusive of any amendment or supplement thereto“Westar”), there free and clear of all liens, encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of Westar or the Company, provided that such counsel shall state that he believes that both the Initial Purchasers and he are justified in relying upon such opinions and certificates); (iii) the Mortgage has been no material adverse change duly authorized, executed and delivered by the Company; (iv) assuming the due authorization, execution and delivery by the other parties thereto, the Mortgage constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability; (v) the Mortgage has been duly recorded and filed in each place in which such recording or filing is required to protect and preserve the lien of the Mortgage, and all taxes and recording or filing fees required to be paid in connection with the execution, recording or filing of the Mortgage have been duly paid; (vi) the Company has good and sufficient title to, or a satisfactory easement in, all the real property, and has good and sufficient title to all the personal property described in the condition Mortgage as owned by it and subject to the lien of the Mortgage, except any which may have been released from the lien thereof pursuant to the provisions thereof, subject only to (financial or otherwisea) minor leases and liens of judgments not prior to the lien of the Mortgage, which, in such counsel’s opinion, do not interfere with the Company’s business, (b) minor defects, irregularities and deficiencies in titles of properties and rights-of-way which, in such counsel’s opinion, do not materially impair the use of such property and rights of- way for the purposes for which they are held by the Company, and (c) other permitted liens as defined in the Mortgage; subject to the qualifications set forth in this Section 6(a)(vi), prospectsthe Mortgage constitutes a valid, business or direct first mortgage lien upon said properties and upon all franchises owned by the Company, which properties and franchises include all the physical properties and franchises of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions (other than classes of property expressly excepted in the ordinary course Mortgage); all physical properties and franchises (other than classes of businessproperty expressly excepted in the Mortgage as aforesaid) thereafter acquired by the Company will, upon such acquisition, become subject to the lien thereof, subject, however, to liens permitted thereby and to any liens existing or placed upon such properties at the time of the acquisition thereof by the Company and except as described in the Disclosure Package and the Final Memorandum; and the descriptions of all such properties and assets contained in the granting clauses of the Mortgage are correct and adequate for the purposes of the Mortgage; (vii) the Securities have been duly authorized, executed, and delivered by the Company; (viii) when the Securities have been duly executed and authenticated in accordance with the provisions of the Mortgage, the Securities will be valid and binding obligations of the Company, enforceable against them in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and will be entitled to the benefits of the Mortgage and to the lien of the Mortgage; (ix) the Agreement has been duly authorized, executed and delivered by the Company; (x) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the Mortgage and the Securities will not contravene any provision of the laws of the State of Kansas or any federal law of the United States of America (including laws relating specifically to electric utility companies and the electric utility industry) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by this Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, the Mortgage or the Securities, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws, and no consent, approval or authorization of any governmental body or agency under the laws of the State of Kansas or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the topic contemplated by the Agreement, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States of America or of any foreign jurisdiction is required for the performance by the Company of its obligations under the Agreement, the Mortgage or the Securities, provided that such counsel need not express an opinion as to federal or state securities or Blue Sky laws; (xi) the Company possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect, and the Company has not received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto).Memorandum; (f) At the Execution Time and at the Closing Date, (ixii) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to statements under the Representative customary comfort letters, dated respectively as caption “Description of the Execution Time Bonds” in the Preliminary Memorandum and the Final Memorandum, insofar as such statements constitute a summary of the Closing Datelegal matters, in form and substance reasonably satisfactory documents or proceedings referred to therein, fairly present the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” information called for with respect to certain financial information contained such legal matters, documents and proceedings; (xiii) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property that is not adequately disclosed in the Disclosure Package and the Final Memorandum., except in each case for such proceedings that, if the subject of an unfavorable decision, ruling or finding would not singly or in the aggregate, have a Material Adverse Effect; (gxiv) Subsequent the Company has complied with K.S.A. 9 66- 125 with respect to the issuance of the Securities. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Initial Purchasers in the manner contemplated in the Agreement and in the Preliminary Memorandum and the Final Memorandum. Such counsel shall also confirm he has no reason to believe that the Disclosure Package, as amended or supplemented at the Execution Time orTime, if earliercontained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); and such counsel has no reason to believe that the Final Memorandum, as of its date or on the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion). Such counsel may state that he has not been called upon to pass upon, and that he expresses no view regarding, the dates as of which information is given financial statements or financial schedules or statistical data derived therefrom or other accounting or financial data included in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, there shall not have been (i) any change or decrease specified and that his opinion and belief is based upon his participation in the letter or letters referred to in paragraph (f) preparation of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment as amended or supplement thereto), the effect of which, in any case referred to in clause (isupplemented) or (ii) above, is, in the sole judgment and review and discussion of the Representativecontents thereof, so material and adverse but is without independent check or verification except as specified. In expressing his opinion as to make it impractical or inadvisable to proceed with the offering or delivery questions of the Securities as contemplated in law of jurisdictions other than the Disclosure Package State of Kansas and the Final Memorandum (exclusive United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to the Initial Purchasers. In addition, such counsel may reasonably rely as to questions of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust fact on certificates of responsible officers of the Company. (id) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the The Company shall have furnished to the Representative such further information, certificates requested and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇caused ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇special counsel for the Company, on to furnish the Representatives an opinion, dated the Closing Date.Date and addressed to the Representatives, to the effect that: (i) it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers under the Agreement or in connection with the initial resale of such Securities by the Initial Purchasers in the manner contemplated by the Agreement and the Final Memorandum to register the Securities under the Securities Act of 1933, as amended, or to qualify the Mortgage under the Trust Indenture Act of 1939, as amended, it being understood that no opinion is expressed as to any subsequent offer or resale of any Security; (ii) the Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Memorandum will not be, required to register as an “investment company” as such term is defined in the Investment Company Act; (iii) the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Mortgage and the Securities, will not contravene any provision of the laws of the State of New York or any federal law of the United States of America (except with respect to laws relating specifically to public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Mortgage and the Securities, provided that such counsel need not express an opinion as to federal or state securities laws; (iv) no consent, approval or authorization, or order of, or qualification with, any governmental body or agency under the laws of the State of New York or any federal law of the United States of America (except with respect to consents, approvals and authorizations relating specifically to public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion) that in such counsel’s experience is normally applicable to general business corporations in relation to transactions of the type contemplated by the Mortgage and the Securities, is required for the execution, delivery and performance by the Company of its respective obligations under this Agreement, the Mortgage and the Securities, except as may be required under federal or state securities or Blue Sky laws as to which such counsel need not express any opinion; (v) the statements included in the Final Memorandum under the caption “Certain U.S. Federal Income Tax Consequences for Non-U.S. Holders,” insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, fairly and accurately summarize the matters referred to therein in all material respects; Such counsel shall also confirm such counsel has no reason to believe that the Disclosure Package, as amended or supplemented at the Execution Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial in

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase and pay for the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date (as though made on such Closing Date), to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditionsconditions precedent: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in to the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel effect of the Company substantive paragraphs set forth on Annex B-1 hereto, and (ii) Holland and Knight LLP, local counsel for Nuance Document Imaging, Inc., to furnish to the Representative an its opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in to the form effect of Exhibit B the substantive paragraphs set forth on Annex B-2 hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (db) The Representative shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative a certificate of the CompanyCompany (as to the items specified in (i) and (ii) below) and of each Guarantor (as to the items specified in (i) below), signed by (x) the chief executive officer Chairman of the Board or the Chief Executive Officer of the Company and (y) the principal financial or accounting officer of the CompanyCompany or the Guarantor, respectively, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any amendments or supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company and each Guarantor, as applicable, in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and each Guarantor, as applicable, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young BDO USA, LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, each case in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final MemorandumRepresentative. (ge) On the date hereof, the Representatives shall have received a written certificate executed by the Chief Financial Officer of the Company, the form of which is attached as Schedule III hereto. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (g) Subsequent to the Execution Time and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company and each Guarantor shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder required to be performed at or prior to the Closing Date and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLPLic. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Company’s in-house counsel, to furnish to the Representative its opinion and negative assurance letterhis opinion, each dated the Closing Date and addressed to the Representative, in substantially in the form of set forth in Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 A hereto. (b) The Company shall have requested and caused ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇ S.C., the general counsel of the Company Company’s Mexican counsel, to furnish to the Representative an its opinion, dated the Closing Date and addressed to the Representative, in substantially in the form of set forth in Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor Cravath, Swaine & ▇▇▇▇▇ LLP, the Company’s U.S. counsel, to furnish to the Representative their respective opinionsits opinion, dated the Closing Date and addressed to the Representative, in substantially in the form of set forth in Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Company shall have requested and caused Jalife, Caballero, ▇▇▇▇▇▇▇ y Asociados, S.C., the Company’s Mexican intellectual property counsel, to furnish to the Representative its reliance letter dated the Closing Date and addressed to the Representative, in substantially the form set forth in Exhibit D hereto, authorizing the Initial Purchasers to rely on its opinion to Citigroup dated July 23, 2004 as if it were dated the Closing Date and addressed to the Initial Purchasers. (e) The Company shall have requested and caused MacMillan, ▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLC, the Company’s Ohio counsel, to furnish to the Representative a reliance letter dated the Closing Date and addressed to the Representative, in substantially the form set forth in Exhibit E hereto, authorizing the Initial Purchasers to rely on its opinion to Citigroup dated July 23, 2004 as if it were dated the Closing Date and addressed to the Initial Purchasers. (f) The Company shall have requested and caused ▇▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇, LLP, the Company’s federal patent counsel, to furnish to the Representative a reliance letter dated the Closing Date and addressed to the Representative, in substantially the form set forth in Exhibit F hereto, authorizing the Initial Purchasers to rely on its opinion to Citigroup dated July 23, 2004 as if it were dated the Closing Date and addressed to the Initial Purchasers. (g) The Company shall have requested and caused De Obaldia & ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, the Company’s Panamanian counsel, to furnish to the Representative a reliance letter dated the Closing Date and addressed to the Representative, in substantially the form set forth in Exhibit G hereto, authorizing the Initial Purchasers to rely on (i) its opinion to Citigroup dated July 23, 2004 and (ii) its opinion to the Collateral and Intercreditor Agent dated December 20, 2004, in each case as if such opinions were dated the Closing Date and addressed to the Initial Purchasers. (h) The Company shall have requested and caused ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., the Company’s special Delaware counsel, to furnish to the Representative its opinion dated the Closing Date and addressed to the Representative, in substantially the form set forth in Exhibit H hereto. (i) The Company shall have requested and caused ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, the Company’s special Switzerland counsel, to furnish to the Representative its opinion dated the Closing Date and addressed to the Representative, in substantially the form set forth in Exhibit I hereto. (j) The Representative shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP and ▇▇▇▇▇▇ & ▇▇▇▇▇, S.C., counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageSupplemental Indenture, the Collateral Documents, the Final Memorandum Offering Circular (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ek) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board, the Chief Executive Officer or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Offering Circular, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto Offering Circular and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum Offering Circular (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiariesSubsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum Offering Circular (exclusive of any amendment or supplement thereto). (fl) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP Tohmatsu to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representative, confirming that they are independent accountants within the meaning of the requirements of auditing standards generally accepted in Mexico and providing “management comfort” stating in effect that: (i) in their opinion the audited financial statements included in the Final Offering Circular and reported on by them comply as to form with generally accepted accounting principles in Mexico. (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company, Vitro Packaging, Comegua and their respective consolidated Subsidiaries, their limited review in accordance with the standards established under Statement on Auditing Standards No. 100 of the unaudited interim financial information for the nine-month periods ended September 30, 2003 and 2004, and at September 30, 2003 and 2004; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the shareholders and directors of the Company, Vitro Packaging, Comegua and their respective consolidated Subsidiaries and the audit committee of Vitro, S.A. de C.V.; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company, Vitro Packaging, Comegua and their respective consolidated Subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that: (A) any unaudited financial information contained included in the Disclosure Package and Final Offering Circular is not in conformity with generally accepted accounting principles in Mexico applied on a basis substantially consistent with that of the audited financial statements included in the Final MemorandumOffering Circular; or (B) with respect to the period subsequent to September 30, 2004, there were any changes, at a specified date not more than five days prior to the date of the letter, in the combined long-term or short-term debt of the Company, Vitro Packaging, Comegua and their respective Subsidiaries or combined capital stock of the Company, Vitro Packaging and Comegua, or decreases in the combined stockholders’ equity of the Company, Vitro Packaging and Comegua, or changes in the combined working capital of the Company, Vitro Packaging, Comegua and their respective Subsidiaries as compared with the amounts shown on the September 30, 2004 consolidated balance sheet included or incorporated by reference in the Final Offering Circular, or for the period from October 1, 2004 to such specified date there were any decreases, as compared with the corresponding period in the previous year in revenues, operating income or income before income taxes or in net income of the Company, Vitro Packaging, Comegua and their respective Subsidiaries, except in all instances for changes or decreases set forth in such letter or set forth in the Final Offering Circular, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representative. (giii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company, Vitro Packaging, Comegua, and their respective Subsidiaries) set forth in the Final Offering Circular, including the information set forth under the captions “Summary” and “Selected Combined Financial Information” and the information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Final Offering Circular agrees with the accounting records of the Company, Vitro Packaging, Comegua, and their respective Subsidiaries, excluding any questions of legal interpretation. The Company shall have received from Deloitte Touche Tohmatsu (and furnished to the Representative) a report with respect to a review of unaudited interim financial information of the Company in accordance with Statement on Auditing Standards No. 100. All references in this Section 6(l) to the Final Offering Circular include any amendment or supplement thereto at the date of the applicable letter. (m) On the Closing Date, the Indenture shall be in full force and effect. (n) On the Closing Date, the Company shall have delivered to the Representative the following documents relating to the Collateral: (i) The Collateral Documents, duly authorized, executed and delivered by each of the Company and any Grantor Subsidiary which is a party thereto and applicable third parties, and such documents or copies thereof as are required to be delivered pursuant to Section 7.1 of the Master Collateral Agreement in connection with the issuance of the Securities, in form and substance reasonably satisfactory to the Representative; (ii) Copies of UCC financing statements in favor of the Collateral and Intercreditor Agent filed with the Delaware Secretary of State with respect to the Collateral as defined in the Vitro Packaging Security Agreement, and such other documents under applicable law in each jurisdiction as may be necessary or appropriate to perfect the liens created by the Collateral Documents; (iii) Evidence of the registration of the Non-Possessory Pledge Agreements with the Public Registry of Commerce and evidence of the registration of mortgages required to be registered at the Public Registry of Property pursuant to the Master Collateral and Intercreditor Agreement; (iv) Such other certificates, opinions, documents and instruments relating to the Collateral as may have been reasonably requested by the Representative; and (v) The executed Agency Agreements. (o) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package Final Offering Circular (exclusive of any amendment or supplement thereto) and but at or prior to the Final Memorandum (exclusive of any amendment or supplement thereto)Closing Date, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fk)(ii)(B) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum Offering Circular (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum Offering Circular (exclusive of any amendment or supplement thereto). (hp) The As of the Closing Date, the Securities shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the NASD and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (iq) Subsequent to the Execution TimeTime but at or prior to the Closing Date, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jr) Prior At or prior to the Closing Date, the Company shall have received from GE Commercial Distribution Finance Corporation (“GECDF”) a written waiver in form and substance reasonably satisfactory to the Representative of any and all defaults under the Factoring Agreement for the Purchase and Sale of Accounts Receivable dated as of August 4, 2000, as amended, among GECDF and the other parties thereto which may have occurred or been committed prior to the date of such waiver. (s) At or prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of U.S. counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP counsel for the Company and B▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, LLP, counsel for to the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative Initial Purchasers their respective opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, in substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts forms attached hereto as Exhibits 7A and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto.7B. (db) The Representative Initial Purchasers shall have received from ▇▇▇▇Cravath, Swaine & M▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, LLP counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchaser, with respect to the issuance and sale of the Securities, the IndentureRegistration Rights Agreement, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative Initial Purchaser a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package Final Memorandum, and to their knowledge there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of MCC and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and Representative, confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated by reference in the Final Memorandum and reported on by them comply as to form with the applicable accounting requirements of Regulation S-X; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company shall have furnished to and its subsidiaries; their limited review in accordance with the Representative a certificate of its chief financial officer, dated respectively as standards established under Statement on Auditing Standards No. 100 of the Execution Time unaudited interim financial information for the six-month period ended June 30, 2004 and as at June 30, 2004; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and the audit committee of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial information contained and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that: (A) any unaudited financial statements included or incorporated by reference in the Disclosure Package Final Memorandum do not comply as to form with applicable accounting requirements of Regulation S-X and with the published rules and regulations of the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Final Memorandum; or (B) with respect to the period subsequent to June 30, 2004, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt or capital lease obligations of the Company and its subsidiaries or capital stock of the Company or decreases in working capital, total assets or stockholders’ equity of the Company as compared with the amounts shown on the June 30, 2004 consolidated balance sheet included or incorporated by reference in the Final Memorandum, or for the period from July 1, 2004 to such specified date there were any decreases, as compared with the corresponding period in the preceding year in total revenues, total income (loss) from operations, net income (loss) from continuing operations or in per share amounts of net income of the Company and its subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representative; or (C) the information included under the headings “Summary Historical and Pro Forma Financial Information” and “Selected Financial Information and Unaudited Pro Forma Combined Condensed Financial Statements” is not in conformity with the disclosure requirements of Regulation S-K; (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Final Memorandum or incorporated by reference in the Final Memorandum agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. (giv) on the basis of a reading of the unaudited pro forma financial statements (the “pro forma financial statements”) included or incorporated by reference in the Final Memorandum; carrying out certain specified procedures; inquiries of certain officials of the Company and MCC who have responsibility for financial and accounting matters; and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that, the pro forma financial statements do not comply as to form with the applicable accounting requirements of Rule 11-02 of Regulation S-X, that the pro forma financial statements include assumptions that do not provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments do not give appropriate effect to those assumptions or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements. (e) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) The Securities shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the NASD and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Prior to the Closing Date, the Company shall have furnished to the Initial Purchaser such further information, certificates and documents as the Representative may reasonably request. (h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇Worldwide Plaza, 8▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company Company, the Parent and the Medtech Guarantors contained herein at the Execution Time and as of the Company and the Guarantors as of the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Company, to furnish to the Representative Representatives its opinion and negative assurance letteropinion, each dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of attached hereto as Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto.A. (b) The Company shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, Virginia counsel for the general counsel of the Company Company, to furnish to the Representative an Representatives its opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of attached hereto as Exhibit B hereto.B. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Representatives shall have received from ▇▇▇▇▇▇▇▇ Weil, Gotshal & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageRegistration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company and each Guarantor shall have furnished to the Representative Representatives a certificate of the CompanyCompany and each Guarantor, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the CompanyCompany and each Guarantor, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company and each Guarantor in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and each Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young PricewaterhouseCoopers LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and Representatives, confirming that they are independent accountants with regard to Medtech and Denorex and The Spic and Span Company within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations adopted by the Commission thereunder and stating, as of the Execution Time (iior, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Final Memorandum, as of a date not more than five days prior to the Execution Time), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to Representatives. References to the Final Memorandum in this Section 6(e) include any amendment or supplement thereto at the date of the applicable letter. (f) At the Execution Time and at the Closing Date, the Company shall have furnished requested and caused Ernst & Young LLP to furnish to the Representative a certificate of its chief financial officerRepresentatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative Representatives, confirming that they are independent accountants with regard to ▇▇▇▇▇▇ Bay Holdings, Inc. and providing “management comfort” its subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and stating, as of the Execution Time (or, with respect to certain matters involving changes or developments since the respective dates as of which specified financial information contained is given in the Disclosure Package and the Final Memorandum, as of a date not more than five days prior to the Execution Time), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to Representatives. References to the Final Memorandum in this Section 6(f) include any amendment or supplement thereto at the date of the applicable letter. (g) At the Execution Time, the Company shall have requested and caused Deloitte & Touche LLP, to furnish to the Initial Purchasers letters in form and substance reasonably satisfactory to the Initial Purchasers consenting to the inclusion in the Offering Memorandum of the Clear Eyes Murine Financials, and consenting to the inclusion in the Offering Memorandum of their report with respect to such financial statements. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph paragraphs (e) and (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Parent and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) The Securities shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the NASD and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ij) Each of the Company and the Guarantors shall have entered into the Registration Rights Agreement. The Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) Each of the Company and the Guarantors shall have entered into the Senior Credit Facilities and any Credit Documents to which it is a party thereto. The Initial Purchasers shall have received counterparts, conformed as executed, thereof. There shall not exist at and as of the Closing Date any conditions that would constitute a default (or an event that with notice or the lapse of time, or both, would constitute a default) under the Senior Credit Facilities. (l) Each condition to the closing of the Acquisition contemplated by the Acquisition Agreement shall have been satisfied or, with the written consent of the Representatives, which consent shall not be unreasonably withheld, waived. On the Closing Date, the Acquisition shall have been consummated on terms that conform in all material respects to the description thereof in the Final Memorandum and the Representatives shall have received evidence reasonably satisfactory to them of the consummation thereof. (m) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt 's securities by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jn) Prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at c/o Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Issuer contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Issuer made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Issuer of their respective its obligations hereunder and to the following additional conditions: (a) The Company Issuer shall have requested and caused (i) Sidley Austin LLPSkadden, counsel for the CompanyArps, to furnish to the Representative its opinion and negative assurance letterSlate, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax special U.S. counsel for the Company, to furnish to the Representative Representatives its opinion, tax opinion and negative assurance letter, each dated as of the Closing Date and addressed to the Representatives, substantially in the form of Schedule III attached hereto. (b) The Issuer shall have requested and caused ▇▇. ▇▇▇▇▇▇ ▇. Villarreal, General Counsel for the Company, to furnish to the Representatives his opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit A-2 Schedule IV attached hereto. (bc) The Company Issuer shall have requested and caused ▇▇▇▇▇▇▇▇ Chance SL, special Spanish counsel to the general counsel of the Company Company, to furnish to the Representative an Representatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit B Schedule V attached hereto. (cd) The Company Issuer shall have requested and caused local Warendorf, special Dutch counsel for each applicable Guarantor to the Company, to furnish to the Representative their respective opinionsRepresentatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) Schedule VI attached hereto. (de) The Representative Issuer shall have requested and caused GHR Rechtsanwälte AG, special Swiss counsel to the Company, to furnish to the Representatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the Representatives, substantially in the form of Schedule VII attached hereto. (f) The Representatives shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇, S.C., counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company shall have furnished to the Representative Representatives a certificate of the Companycertificate, signed by (x) the chief an executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included substantially in the Disclosure Package and the Final Memorandum (exclusive form of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Schedule VIII attached hereto. (fh) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP KPMG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. to furnish to the Representative customary comfort Representatives, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives and providing “management comfort” with respect to certain financial information contained confirming that they are independent auditors within the meaning of the Exchange Act and the applicable published rules and regulations thereunder substantially in the Disclosure Package and the Final Memorandumform of Schedule IX attached hereto. (gi) Any and all applicable amendments, supplements or modifications to the Financing Agreement, any of the Transaction Security Documents, the Intercreditor Agreement and any other documents derived therefrom and in connection therewith, as applicable, shall have been made and shall constitute legal, valid and binding obligations to each party thereof. (j) The Trustee shall be entitled to all rights and benefits provided in the Intercreditor Agreement as an Additional Notes Trustee (as such term is defined in the Intercreditor Agreement) and the Initial Purchasers, and/or each of the subsequent holders of the Securities, shall be entitled to all rights and benefits provided therein as Additional Notes Creditors (as such term is defined in the Intercreditor Agreement). (k) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change change, increase or decrease specified in the letter or letters referred to in paragraph (fh) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hl) The Securities shall be eligible for clearance and settlement through The Depository Trust CompanyDTC, Euroclear and Clearstream, as applicable, and any other relevant clearing system. (im) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s any of its subsidiaries’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) Standard & Poor’s and Fitch Ratings or any notice given of any intended or potential decrease in any such rating rating. For the avoidance of doubt, any reiteration or reissuance of the outlook of a possible change rating agency that was in any such rating that does place at the Execution Time shall not indicate the direction be considered a notice of the possible changean intended or potential decrease in a rating. (jn) Prior to the Closing Date, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company Issuer in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by under this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Issuers contained herein at the Execution Time and their respective times of execution of this Agreement, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Issuers made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Issuers of their respective obligations hereunder and to the following additional conditions: (a) The Company Issuers shall have requested and caused (i) Sidley Austin Dechert LLP, special counsel for the CompanyIssuers, to furnish to the Representative its Initial Purchasers their opinion and negative assurance letter, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 Exhibits B-1 and B-2 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel) and (ii) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇▇▇, tax counsel for the CompanyGeneral Counsel of Holdings, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an Initial Purchasers his opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B heretoB-3 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinions and assurances, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuers and public officials. (cb) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Initial Purchasers shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings, the CompanyCompany and Crown Americas Capital II, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings, the CompanyCompany and Crown Americas Capital II, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Issuers in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Issuers have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Company, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Dateof Execution, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP the Independent Accountants to furnish to the Representative customary Initial Purchasers a comfort lettersletter, dated respectively as the Time of the Execution Time and as of the Closing DateExecution, in form and substance reasonably satisfactory to counsel for the Representative Initial Purchasers with respect to the audited and confirming that they are independent accountants within any unaudited or pro forma financial information in the meaning of Pricing Disclosure Package. On the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company Closing Date, Holdings shall have furnished caused the Independent Accountants to furnish to the Representative Initial Purchasers a certificate of its chief financial officer, comfort letter dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to counsel for the Representative Initial Purchasers and providing “management comfort” with respect to certain financial reaffirming or updating as of a more recent date, the information contained in the Disclosure Package and comfort letter dated the Final MemorandumTime of Execution. (ge) Subsequent to the Time of Execution Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company or of Holdings and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of market the Securities as contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) The Issuers and the Trustee shall have entered into the Indenture in form and substance reasonably satisfactory to the Representative, and the Representative shall have received counterparts, conformed as executed, thereof. (g) Each of the Guarantors shall have executed a Guarantee in form and substance reasonably satisfactory to the Representative, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (h) The Securities Issuers and the Initial Purchasers shall have entered into the Registration Rights Agreement. (i) The Notes shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of FINRA, and the Notes shall be eligible for clearance and settlement through The the Depository Trust Company. (ij) Subsequent to the Execution TimeTime of Execution, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Issuers by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jk) Prior to the Closing Date, the Company Issuers shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchaser. Notice of such cancellation shall be given to the Company Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has and the Guarantors have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (gf) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hg) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ih) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ji) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇, LLP, tax counsel for the CompanyCompany and the Guarantors, to furnish its usual and customary opinion and negative assurance letter and (ii) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, special counsel for the Company and the Guarantors, to furnish to the Representative its usual and customary opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, both dated the Closing Date and addressed and reasonably satisfactory to the Representative, substantially the forms of which are attached hereto as Exhibit A-1 and A-2. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the jurisdiction of incorporation of the Company, the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the form opinion of Exhibit B heretoother counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Disclosure Package, the Preliminary Memorandum and the Final Memorandum in this Section 6(a) include any amendment or supplement thereto at the Closing Date. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (db) The Representative shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent audited financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of occurred any amendment or supplement thereto)Material Adverse Effect. (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young BDO USA, LLP to furnish to the Representative customary a “comfort letters, letter,” dated respectively as of the Execution Time Time, and a “bring down comfort letter,” dated as of the Closing Date, in form and substance reasonably satisfactory to the Representative and Representative, confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” confirming certain matters with respect to certain the audited and unaudited financial statements and other financial and accounting information contained included in the Disclosure Package and the Final Memorandum, including any amendment or supplement thereto as of the date of the applicable letter. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) The Company will apply the proceeds from the sale of the Securities as described in each of the Disclosure Package and the Final Offering Memorandum, under the heading “Use of Proceeds”, and the Representative shall have received evidence to it of the same. (i) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The ------------------------------------------------------- obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein at the Execution Time and on the Closing DateDate (and on any settlement date with respect to the Securities), to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇▇, tax counsel for the CompanyEsq., to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinionCompany, dated the Closing Date and addressed to the RepresentativePaul, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinionsHastings, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsel for the Company, to furnish to the Initial Purchasers opinions, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form set forth in Exhibits D-1 and D-2, respectively. (b) The Initial Purchasers shall have received an opinion, dated the Closing Date, of Wragge & Co., English Counsel for the Company, substantially in the form set forth in Exhibit D-3. (c) The Initial Purchasers shall have received from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageRegistration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative Initial Purchasers a certificate of the Company, signed by (x) the chief executive principal financial or accounting officer of the Company Company, dated the Closing Date, regarding certain information contained in the Final Memorandum and (y) a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Datecorrect, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since subsequent to the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwiseother), prospects, business earnings, business, properties or properties results of operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At The Initial Purchasers shall have received, on each of the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, a letter dated respectively as of the Execution Time and or as of the Closing Date, in form and substance reasonably satisfactory to as the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Datecase may be, in form and substance satisfactory to the Representative Initial Purchasers, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and providing “management comfort” information of the type ordinarily included in accountants' "comfort letters" with respect to the financial statements and certain financial information contained in the Disclosure Package and the Final Memorandum. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.Final

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇ Case LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has and the Guarantors have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whole whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (f) At the Execution Time and at the Closing Date, the Company shall have requested and caused UHY LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph paragraphs (e) and (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors W▇▇▇▇▇▇▇ Parties contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors W▇▇▇▇▇▇▇ Parties made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors W▇▇▇▇▇▇▇ Parties of their respective obligations hereunder and to the following additional conditions: (a) The Company Issuers shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) A▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the CompanyIssuers, to furnish to the Representative Representatives its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, in substantially the form of Exhibit A hereto. (b) The Partnership shall have requested and caused J▇▇▇▇ ▇. ▇▇▇▇▇▇, internal counsel for the Partnership, to furnish to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, in substantially the form of Exhibit B hereto. (c) The Company Partnership shall have requested and caused B▇▇▇▇▇▇▇▇▇ Hyatt and F▇▇▇▇▇, P.C., special local counsel for each applicable Guarantor the Partnership, to furnish to the Representative their respective opinionsRepresentatives its opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, in substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) C hereto. (d) The Representative Representatives shall have received from ▇▇▇V▇▇▇▇▇ & ▇▇▇E▇▇▇▇▇ LLPL.L.P., counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Partnership shall have furnished to the Representative Representatives a certificate of the Companycertificate, signed by (x) the chief executive officer Chairman of the Company Board and the Chief Executive Officer and (y) the principal financial or accounting officer of the CompanyGeneral Partner, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum Memorandum, and any amendments or supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company W▇▇▇▇▇▇▇ Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and ; (ii) the Company has W▇▇▇▇▇▇▇ Parties have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (iiiii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, there has been no material adverse change in the condition (financial or otherwise), prospectsresults of operations, business or properties of the Company and its subsidiariesPartnership Entities, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum. (f) At the Execution Time and at Time, the Closing Date, (i) the Company Representatives shall have requested and caused Deloitte & Touche LLP and received from Ernst & Young LLP to furnish to the Representative customary comfort a letter or letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives, addressed to the Initial Purchasers and providing “management comfort” dated as of the Execution Time (i) confirming that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to certain matters involving changes or developments since the respective dates as of which specified financial information contained is given in the Disclosure Package Preliminary Memorandum, as of a date not more than three days prior to the Execution Time), the conclusions and findings of such firm with respect to the Final Memorandumfinancial information and other matters ordinarily covered by accountants’ “comfort letters” to initial purchasers in connection with securities offerings of type contemplated by this Agreement. (g) Subsequent With respect to the Execution Time letter or letters of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “initial letter”), the Partnership shall have furnished to the Representatives a letter (the “bring-down letter”) of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, if earlier, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package Final Memorandum, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (exclusive iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (h) None of any amendment or supplement thereto) the Partnership Entities shall have sustained since the date of the latest audited financial statements included in the Preliminary Memorandum and the Final Memorandum (exclusive i) any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Preliminary Memorandum or the Final Memorandum, or shall have become a party to or the subject of any amendment litigation, court or supplement thereto)governmental action, investigation, order or decree which is adverse to the Partnership Entities or (ii) since such date there shall not have been (i) any adverse change or decrease specified in the letter partners’ capital, members’ equity or letters referred to in paragraph short-term or long-term debt of the Partnership Entities (fother than the Securities) of this Section 6; or (ii) any change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), prospectsresults of operations, securityholders’ equity, properties, management, business or properties prospects of the Company and its subsidiaries taken as a wholePartnership Entities, whether or not arising from transactions in the ordinary course of business, except otherwise than as set forth in or contemplated in the Disclosure Package and Preliminary Memorandum or the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, the effect of which, in any such case referred to described in clause (i) or (ii) above), is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the offering or the delivery of the Securities as being delivered on the Closing Date on the terms and in the manner contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum. (hi) The Securities shall be have been designated as PORTAL eligible securities in accordance with the rules and regulations of the NASD and eligible for clearance and settlement through The Depository Trust Companythe DTC. (ij) Subsequent to the Execution Time, there shall not have been any decrease downgrading in the rating of any of the CompanyPartnership’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jk) The Representatives shall have received evidence satisfactory to them that (i) the Common Unit Offering has been consummated simultaneously with the consummation of the offering of the Securities and (ii) each of the Transactions (other than the offering of the Securities and the Common Unit Offering) have been consummated or will be consummated as of the Closing Date, in each case, on substantially the terms as described in the Disclosure Package and the Final Memorandum. (l) Prior to the Closing Date, the Company Partnership shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company Issuers in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office offices of counsel for the Initial Purchasers, at ▇▇▇▇ ▇A▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇LLP, ▇counsel for the Issuers, at 6▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇4200, Houston, Texas 77002, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company Issuer and the Guarantors contained herein at the Execution Time of Sale and the Closing Date, to the accuracy of the statements of the Company Issuer and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Issuer and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company Issuer shall have requested and caused (i) Sidley Austin Ropes & G▇▇▇ LLP, counsel for the CompanyIssuer and those Guarantors organized or incorporated in the State of Delaware, to furnish to the Representative its Initial Purchasers an opinion and negative assurance letter, each statement dated the Closing Date in form and addressed substance reasonably satisfactory to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 hereto and (ii) T▇▇▇▇▇▇▇ & P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, tax Virginia counsel for the CompanyMichaels Stores Card Services, LLC, to furnish to the Representative its opinion, Initial Purchasers an opinion dated as of the Closing Date in form and addressed substance reasonably satisfactory to the RepresentativeInitial Purchasers and (iii) J▇▇▇▇ Day, substantially Ohio counsel for those Guarantors organized or incorporated in the State of Ohio, to furnish to the Initial Purchasers an opinion dated the Closing Date in form of Exhibit A-2 heretoand substance reasonably satisfactory to the Initial Purchasers. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Initial Purchasers shall have received from S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinionsand negative assurance statement, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Pricing Disclosure Package, Package and the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Initial Purchasers may reasonably require, and the Company Issuer and the Guarantors shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ec) The Company Issuer shall have furnished to the Representative Initial Purchasers a certificate of the Companycertificate, signed by (x) the chairman, chief executive officer of the Company officer, president or vice president and (y) the chief financial officer, treasurer or principal financial or accounting officer of the CompanyIssuer and the Guarantors, dated the Closing Date, to the effect that the signers of such certificate have carefully examined reviewed the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Issuer and the Guarantors in this Agreement are true and correct on in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy of such representations and as warranties in all respects) at the Time of the Closing Date with the same effect as if made Sale and on the Closing Date, and the Company has Issuer and the Guarantors have complied in all material respects with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties results of operations of Holdings, the Company Issuer and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company The Issuer shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort lettersInitial Purchasers a “comfort” letter, (i) at and dated respectively as of the Execution Time date hereof with respect to the Pricing Disclosure Package and (ii) in bring-down form at and dated as of the Closing DateDate with respect to the Final Memorandum, each such letter in form and substance reasonably satisfactory to the Representative and Initial Purchasers, confirming that they are independent accountants auditors within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” confirming certain matters with respect to certain the audited and unaudited financial statements and other financial and accounting information contained in the Pricing Disclosure Package and the Final Memorandum, as applicable, including any amendment or supplement thereto at the date of the applicable letter. (ge) Subsequent to the Execution Time of Sale or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, there shall not have been (i) any change or decrease specified development in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties results of operations of Holdings, the Company Issuer and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in whole and after giving effect to the ordinary course of businessTransactions, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of whichwhich is, in any case referred or would reasonably be expected to in clause (i) or (ii) above, isbecome, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Securities as on the terms and in the manner contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum. (hf) The Securities At the Closing Date, the Issuer, the Guarantors and the Trustee shall be eligible for clearance have entered into the Indenture and settlement through The Depository Trust Companythe Initial Purchasers shall have received counterparts, conformed as executed thereof. (ig) Subsequent to the Execution Timedate hereof, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities Securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule in Section 3(a)(62) under of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) Prior to the Closing Date, the Company Issuer and the Guarantors shall have furnished to the Representative Initial Purchasers such further information, certificates and documents as the Representative Initial Purchasers may reasonably request. If any , as set forth in the closing memorandum relating to the Transactions. (i) Prior to the Closing Date, the Issuer and the Guarantors shall have taken all action reasonably required to be taken by them to have the Securities declared eligible for clearance and settlement through The Depository Trust Company. (j) The Issuer shall have furnished to the Initial Purchasers certificates of its chief financial officer with respect to certain financial data (i) at and dated as of the conditions specified date hereof with respect to the Pricing Disclosure Package and (ii) at and dated as of the Closing Date with respect to the Final Memorandum, in this Section 6 each case providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Initial Purchasers. (k) The Initial Purchasers shall not have received conformed counterparts of the Security Agreement and each of the Intellectual Property Security Agreements that shall have been fulfilled when executed and delivered by the requisite signatories thereto, in form and substance reasonably satisfactory to the Representative. (l) The Initial Purchasers shall have received conformed counterparts of the Pari Passu Intercreditor Agreement, the ABL Intercreditor Agreement and the ABL Intercreditor Joinder that shall have been executed and delivered by duly authorized officers of each party thereto, and an acknowledgement thereof by the Company, in each case, in form and substance reasonably satisfactory to the Representative. (m) Except as provided in this otherwise contemplated by the Intellectual Property Security Agreements and the Security Agreement, each document (including any Uniform Commercial Code financing statement) required by the Intellectual Property Security Agreements and the Security Agreement, or if any under law or reasonably requested by the Representative, in each case, to be filed, registered or recorded, or delivered for filing on or prior to the Closing Date, including filings in the U.S. Patent and Trademark Office and the U.S. Copyright Office, in order to create in favor of the opinions Collateral Agent, for itself, the Trustee, and for the benefit of the holders of the Securities, a perfected first-priority lien and security interest in the Personal Property Collateral constituting First Priority Collateral and a perfected second-priority lien and security interest in the Personal Property Collateral constituting ABL Priority Collateral, in each case, subject to Permitted Liens, that can be perfected by the making of such filings, registrations or recordations, prior and superior to the right of any other person (other than Permitted Liens), shall be executed and in proper form for filing, registration or recordation. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Representative Initial Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered available for inspection at the office of counsel for the Initial Purchasers, at S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Business Day prior to the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company and the Guarantors shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial PurchasersCompany, such to furnish to the Representatives its opinion or opinionsand letter, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance effect set forth in Exhibit B-1 and sale Exhibit B-2. (b) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President, General Counsel and Secretary of the SecuritiesCompany, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at dated the Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Initial Purchasers at the request of the Company and shall so state therein. (c) The Initial Purchasers shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Diversey Holdings, dated the Closing Date, to the effect set forth in Exhibit D. Such opinion shall be rendered to the Initial Purchasers at the request of the Company and other related matters as shall so state therein. (d) The Representatives shall have received from Shearman & Sterling LLP, counsel for the Representative may reasonably requireInitial Purchasers, its opinion and letter, dated the Closing Date and addressed to the Representatives, the Company and the Company Guarantors shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Representatives shall have received the written opinion of: ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Chtd., Nevada counsel for the Company and the Guarantors and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Van Deuren, Wisconsin counsel for the Company and the Guarantors, with respect to such matters as may be reasonably requested by the Initial Purchasers. (f) The Company shall have furnished to the Representative Representatives a certificate of the Companycertificate, signed by (x) the chief executive officer of the Company and (y) the a principal financial or accounting officer of the Company, on behalf of the Company and not in his or her individual capacity, dated the Closing Date, to the effect that the signers signer of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case such representations and warranties are true and correct in all respects) on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, there has been no material adverse change in the condition (financial or otherwise), prospectsearnings, business or properties of the Company Company, as applicable, and its their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum. (fg) At On the Execution Time and at date hereof, the Closing Date, (i) the Company Initial Purchasers shall have requested and caused Deloitte & Touche LLP received from each of KMPG LLP, the independent registered public accounting firm for the Company, and Ernst & Young LLP to furnish LLP, the independent registered public accounting firm for Diversey Holdings, a “comfort letter” dated the date hereof addressed to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing DateInitial Purchasers, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain Representatives, covering the relevant financial information contained in the Disclosure Package and other customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from each such accountants a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance satisfactory to the Representatives, in the form of the “comfort letter” delivered on the date hereof, except that (i) it shall cover the relevant financial information in the Final MemorandumMemorandum and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than 3 days prior to the Closing Date. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) On or before the Closing Date, the Company shall have executed the Senior Secured Credit Facilities Documentation in the form described in the Disclosure Package or the Final Memorandum and all of the conditions to the borrowing thereunder shall have been satisfied or waived in accordance with its terms. (j) The Securities shall be eligible for clearance and settlement through The Depository Trust Company, in the case of the Notes. (ik) Subsequent Prior to or concurrently with the closing of the offering of the Securities pursuant to this Agreement, the Senior Secured Credit Facilities Documentation shall have been entered into and the Company shall have received the funds from borrowings thereunder, and all conditions precedent to the consummation of the transactions contemplated by the Acquisition Agreement shall have been satisfied or properly waived and the Acquisition shall have been consummated pursuant to the terms of the Acquisition Agreement and Diversey Holdings and its subsidiaries shall have become subsidiaries of the Company. (l) Except for the ratings actions described under the caption “Sealed Air Pro Forma Liquidity and Capital Resources — Liquidity and Capital Resources—Pro Forma — Debt Ratings” in each of the Disclosure Package and Final Memorandum, subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or any of the Parent’s Guarantors’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this AgreementAgreement or waived, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other place as agreed among the Company and the Representatives on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein as of the date hereof, at the Execution Time of Sale and as of the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish furnished to the Representative its Representatives the opinion and negative assurance letterletter of Weil, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ Gotshal & ▇▇▇▇▇▇ LLP, tax counsel for to the Company, to furnish dated the Closing Date, to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially effect set forth in the form of Exhibit A-2 B hereto. (b) The Company shall have requested and caused furnished to the general counsel Representatives the opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Counsel of the Company to furnish the Representative an opinionCompany, dated the Closing Date and addressed Date, to the Representative, substantially effect set forth in the form of Exhibit B C hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Representatives shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeDate, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageExchange Securities, the Registration Rights Agreement, the Escrow Agreement, the Time of Sale Information, the Final Offering Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative Representatives a certificate of the Company, Company signed by (x) the chief executive officer Chief Executive Officer and the Chief Financial Officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package Time of Sale Information and the Final Memorandum (exclusive of any amendment or supplement thereto)Offering Memorandum, there has been no material adverse change change, or development involving a prospective material adverse change, in the condition (financial condition, earnings, business, management, properties or otherwise), prospects, business or properties results of operations of the Company and its subsidiaries, taken as subsidiaries on a wholeconsolidated basis, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package Time of Sale Information and the Final Memorandum (exclusive of any amendment or supplement thereto)Offering Memorandum. (fe) At On the Execution Time date of this Agreement and at on the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish shall have furnished to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as date of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time this Agreement and as of the Closing Date, in form and substance satisfactory to the Representative Representatives, containing statements and providing information of the type ordinarily included in accountants’ “management comfortcomfort letters” to initial purchasers with respect to the financial statements and certain financial information contained in the Disclosure Package Time of Sale Information and the Final Offering Memorandum; provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three Business Days prior to the Closing Date. (gf) Subsequent to the Execution Time or, if earlier, the respective dates as of which information is given in the Disclosure Package Time of Sale Information (exclusive of any amendment or supplement thereto) and the Final Offering Memorandum (exclusive of any amendment or supplement thereto)) and prior to the Closing Date, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial condition, business, management, properties or otherwise), prospects, business or properties results of operations of the Company and its subsidiaries taken as on a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)consolidated basis, the effect of which, in any case referred to in clause (i) or (ii) above, which is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated in by the Disclosure Package Time of Sale Information and the Final Memorandum (exclusive of any amendment or supplement thereto)Offering Memorandum. (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Subsequent to the Execution Timeexecution of this Agreement and prior to the Closing Date, there shall not have been any decrease downgrading in the rating ratings of any of the Company’s or the Parent’s debt securities securities, by any “nationally recognized statistical rating organization,” (as such term is defined by the Commission for purposes of Rule 3(a)(62436(g)(2) under the Exchange Act) Act or any notice given public announcement by any such organization that it has under surveillance or review with possible negative implications, its rating of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeCompany’s debt securities (or proposed rating of the Securities). (h) The Company shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof. (i) On or prior to the Closing Date, the Company shall deposit or cause to be deposited into the Escrow Account with the Escrow Agent, by wire transfer in immediately available funds, cash in the amount of not less than $1,435,666,667. (j) On the date of this Agreement, the Initial Purchasers shall have received a counterpart of a letter agreement dated the date of this Agreement in the form of Exhibit D hereto, that shall have been executed and delivered by a duly authorized officer of Cardinal Health. (k) Prior to the Closing Date, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled to the reasonable satisfaction of the Representatives when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative reasonable satisfaction of the Representatives and counsel for the Initial Purchaserstheir counsel, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this the manner described in Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date14 hereof.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLPDLA Piper, counsel for the Company, to furnish to the Representative Representatives its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially to the effect that: (i) such counsel has had no facts come to its attention that lead it to believe that the Disclosure Package, as amended or supplemented at the Execution Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the form light of Exhibit B hereto.the circumstances under which they were made, not misleading (in each case, other than the financial statements, the related schedules and other financial information contained therein, as to which such counsel need express no opinion); (cii) The such counsel has had no facts come to its attention that lead it to believe that the Final Memorandum, as of its date or on the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements, the related schedules and other financial information contained therein, as to which such counsel need express no opinion); (iii) assuming the accuracy of the representations and warranties and compliance with the agreements contained herein (without regard to the representation found in Section 1(h)), no registration under the Act of the Securities or the Common Stock issuable upon conversion thereof, and no qualification of an indenture under the Trust Indenture Act, are required for the sale and delivery of the Securities by the Company to the Initial Purchasers or the offer and sale by the Initial Purchasers of the Securities in the manner contemplated herein, in the Disclosure Package and in the Final Memorandum; (iv) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Memorandum, will not be an “investment company” as defined in the Investment Company Act; (v) there is no pending or, to the knowledge of such counsel, threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not disclosed in the Disclosure Package and the Final Memorandum, except in each case for such proceedings that, if the subject of an unfavorable decision, ruling or finding would not individually or in the aggregate, have a Material Adverse Effect; and the statements in the Preliminary Memorandum and the Final Memorandum under the headings “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES”, “DESCRIPTION OF THE NOTES”, “DESCRIPTION OF THE CONVERTIBLE NOTE HEDGE WARRANT TRANSACTIONS” and “DESCRIPTION OF CAPITAL STOCK” in so far as such statements constitute matters of law, summaries of legal matters, the charter or bylaws of the Company or documents or legal proceedings or legal conclusions, have been reviewed by us and fairly present and summarize, in all material respects, the matters referred to therein; (vi) each of the Company and the subsidiaries listed on Annex A attached hereto (individually, a “Subsidiary” and collectively, the “Subsidiaries”) has been duly incorporated and, based solely on a good standing certificate from the applicable government authority of the jurisdiction in which it was incorporated or formed, is validly existing as a corporation or limited liability company in good standing under the laws of the jurisdiction in which it is incorporated or formed, with full corporate or other power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as and if described in the Disclosure Package and the Final Memorandum; (vii) the Company’s authorized capital stock is as set forth in the Disclosure Package and the Final Memorandum and the capital stock of the Company conforms in all material respects to the description thereof contained in the Disclosure Package and the Final Memorandum; the Securities conform in all material respects to the description thereof contained in the Disclosure Package and the Final Memorandum; the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable; the shares of Common Stock initially issuable upon conversion of the Securities have been duly authorized and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and nonassessable; the Board of Directors of the Company has duly and validly adopted resolutions reserving such shares of Common Stock for issuance upon conversion of the Securities; the holders of outstanding shares of capital stock of the Company are not entitled to any preemptive or other rights to subscribe for the Securities or the shares of Common Stock issuable upon conversion thereof pursuant to the charter or bylaws of the Company; (viii) the execution and delivery of the Indenture, this Agreement and the Master Confirmation and the issuance and sale of the Securities by the Company and the performance by the Company of its obligations under the Indenture, this Agreement, the Master Confirmation and the Securities, will not conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or of any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its Subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject that is listed on the exhibit index to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007; or (iii) any statute, law, rule, regulation, or, to the knowledge of such counsel, judgment, order or decree applicable to the Company or any of its Subsidiaries of any federal or Maryland court, regulatory body, administrative agency, governmental body, arbitrator or other governmental authority having jurisdiction over the Company, any of its subsidiaries or any of their respective properties; (ix) this Agreement has been duly authorized, executed and delivered by the Company; each of the Indenture and the Master Confirmations has been duly authorized, executed and delivered by the Company, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, and each constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity); the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will constitute legal, valid, binding and enforceable obligations of the Company entitled to the benefits of the Indenture (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity) and will be convertible into Common Stock in accordance with their terms; (x) no consent, approval, authorization, filing with or order of any federal or Maryland court or governmental agency or authority is required in connection with the transactions contemplated herein, in the Indenture or in the Master Confirmations, except such as may be required under the Act, the blue sky or securities laws of any jurisdiction in which the Securities are offered or sold (as to which such counsel need express no opinion beyond that set forth in paragraph (iii) above), FINRA and such other approvals (specified in such opinion) as have been obtained; (xi) the Company has the corporate power to execute the Master Confirmations and any other documentation relating to the Master Confirmations to which it is a party, to deliver the Master Confirmations and any other documentation relating to the Master Confirmations that it is required by the Master Confirmations to deliver and to perform its obligations under the Master Confirmations and has taken all necessary corporate action to authorize such execution, delivery and performance; (xii) the shares of Common Stock initially issuable upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized and, when issued upon exercise of the Warrants in accordance with the terms of the Warrants and upon the settlement of such Warrants in accordance with their terms, will be validly issued, fully paid and nonassessable; the holders of outstanding shares of capital stock of the Company are not entitled to any preemptive or other rights to subscribe for the Warrant Shares issuable upon exercise of the Warrants pursuant to the charter or bylaws of the Company or the Maryland General Corporation Law; and (xiii) the Board of Directors of the Company has duly and validly adopted resolutions reserving such Warrant Shares for issuance upon exercise of the Warrants. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the jurisdiction of incorporation of the Company, the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such counsel shall not render any opinion as to any regulatory matters nor the opinions contemplated in paragraph (vi) and clauses (i) and (iii) of paragraph (viii) as to PHH Vehicle Management Services, Inc., which opinions shall be rendered by Blake, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP and shall be limited to the laws of the Province of Ontario and the laws of Canada applicable therein. Accordingly, the Company shall have requested and caused local Blake, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP, counsel for each applicable Guarantor the Company and for PHH Vehicle Management Services, Inc., to furnish to the Representative their respective opinionsRepresentatives its opinion, dated the Closing Date and addressed to the Representative, substantially Representatives to the effect of the opinions contemplated in the form of Exhibit C-1 paragraph (for subsidiaries incorporated vi) or formed in Massachusetts and Pennsylvania), Exhibit C-2 clauses (for subsidiaries incorporated or formed in Ohioi) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginiaiii) heretoof paragraph (viii) as to PHH Vehicle Management Services, Inc., which may rely, as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company, PHH Vehicle Management Services, Inc. and public officials. (db) The Representative Representatives shall have received from D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date in all material respects with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in substantially the form and substance reasonably satisfactory previously delivered to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officerRepresentatives, dated respectively as of the Execution Time and as of the Closing Date, which is in form and substance satisfactory to the Representative and providing “management comfort” with respect Representatives. All references in this Section 6(d) to certain financial information contained in the Disclosure Package Preliminary Memorandum and the Final MemorandumMemorandum include any amendment or supplement thereto at the date of the applicable letter. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) The Securities shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the FINRA and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) Prior to the Closing DateExecution Time, the Company shall have furnished to the Representative such further information, certificates Representatives a letter substantially in the form of Exhibit A hereto from each officer and documents as the Representative may reasonably request. If any director of the conditions specified in this Section 6 Company and addressed to the Representatives. (i) Each Representative shall not have been fulfilled when and as provided in this Agreement, or if any received the relevant counterpart of each of the opinions Bond Hedge Confirm and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations Warrant Confirm that has been executed by a duly authorized officer of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.Compan

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Companies contained herein at the Execution Time and their respective times of execution of this Agreement, as of the Closing DateDate and as of any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Companies made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Companies of their respective obligations hereunder and to the following additional conditions: (a) The Company Companies shall have requested and caused (i) Sidley Austin Dechert LLP, special United States counsel for the CompanyCompanies, to furnish to the Representative its Initial Purchasers their opinion and negative assurance letter, each delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 Exhibits B-1 and B-2 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel) and (ii) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇▇▇, tax counsel for the CompanyGeneral Counsel of Holdings, to furnish to the Representative its Initial Purchasers his opinion, dated as of delivered on the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B heretoB-3 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinions and assurances, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (cb) The Company Companies shall have requested and caused local Dechert (Paris) LLP, special French counsel for each applicable Guarantor to the Companies, to furnish to the Representative Initial Purchasers their respective opinionsopinion, delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit C-1 C hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Republic of France, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for subsidiaries incorporated the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (c) The Companies shall have requested and caused one or formed more local counsel for the Companies, reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, in Massachusetts each of Canada, Germany, Luxembourg, Mexico, the Netherlands, Spain, Switzerland and Pennsylvania)the United Kingdom to furnish to the Initial Purchasers their opinion, Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) delivered on the Closing Date and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretodated the Closing Date and addressed to the Initial Purchasers. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of relevant Companies. (d) The Representative Initial Purchasers shall have received from each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special United States counsel for the Initial Purchasers, and (ii) Gide Loyrette Nouel A.A.R.P.I., special French counsel for the Initial Purchasers, such opinion or opinions, delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Companies shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings and the CompanyIssuer, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings and the CompanyIssuer, delivered on the Closing Date and dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Companies in this Agreement are true and correct in all material respects (other than the representations and warranties set forth in Section 1(qq), (rr) and (ss) which shall be true and correct in all respects) on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Companies have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Dateof Execution, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP the Independent Accountants to furnish to the Representative customary Initial Purchasers a comfort lettersletter, dated respectively as the Time of the Execution Time and as of the Closing DateExecution, in form and substance reasonably satisfactory to counsel for the Representative Initial Purchasers with respect to the audited and confirming that they are independent accountants within any unaudited or pro forma financial information in the meaning of Pricing Disclosure Package. On the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company Closing Date, Holdings shall have furnished caused the Independent Accountants to furnish to the Representative Initial Purchasers a certificate of its chief financial officer, comfort letter dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to counsel for the Representative Initial Purchasers and providing “management comfort” with respect to certain financial reaffirming or updating as of a more recent date, the information contained in the Disclosure Package and comfort letter dated the Final MemorandumTime of Execution. (g) [Reserved]. (h) Subsequent to the Time of Execution Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer or of Holdings and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) The Securities Companies and the Trustee shall have entered into the Indenture in form and substance reasonably satisfactory to the Representative, and the Representative shall have received counterparts, conformed as executed, thereof. (j) Each of the Guarantors shall have executed a Guarantee in form and substance reasonably satisfactory to the Representative, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) The Companies shall have filed an application to list the Notes on the Official List of the Luxembourg Stock Exchange, and the Notes shall be eligible for clearance and settlement through The Depository Trust CompanyEuroclear and Clearstream. (il) Each of the Companies shall have appointed CT Corporation System, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent for service of process in the United States under this Agreement, the Indenture and the Securities in accordance with Section 19 hereof and the equivalent provision in the Indenture. (m) Each of the Companies shall have taken all necessary corporate action required to execute, deliver and perform the obligations under the Transaction Documents (including, without limitation, the Refinancing and the application of the proceeds from the issuance of the Securities). (n) Subsequent to the Execution TimeTime of Execution, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Companies by any “nationally recognized statistical rating organization” (as defined for purposes registered under Section 15E of Rule 3(a)(62) under the Exchange Act) Act or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jo) Prior to the Closing Date, the Company Companies shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation shall be given to the Company Companies in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Issuer contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Issuer made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Issuer of their respective its obligations hereunder and to the following additional conditions: (a) The Company Issuer shall have requested and caused (i) Sidley Austin LLPSkadden, counsel for the CompanyArps, to furnish to the Representative its opinion and negative assurance letterSlate, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax special U.S. counsel for the Company, to furnish to the Representative Representatives its opinion, tax opinion and negative assurance letter, each dated as of the Closing Date and addressed to the Representatives, substantially in the form of Schedule III attached hereto. (b) The Issuer shall have requested and caused ▇▇. ▇▇▇▇▇▇ ▇. Villarreal, General Counsel for the Company, to furnish to the Representatives his opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit A-2 Schedule IV attached hereto. (bc) The Company Issuer shall have requested and caused ▇▇▇▇▇▇▇▇ Chance SL, special Spanish counsel to the general counsel of the Company Company, to furnish to the Representative an Representatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit B Schedule V attached hereto. (cd) The Company Issuer shall have requested and caused local Warendorf, special Dutch counsel for each applicable Guarantor to the Company, to furnish to the Representative their respective opinionsRepresentatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) Schedule VI attached hereto. (de) The Representative Issuer shall have requested and caused GHR Rechtsanwälte AG, special Swiss counsel to the Company, to furnish to the Representatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the Representatives, substantially in the form of Schedule VII attached hereto. (f) The Representatives shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇, S.C., counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company shall have furnished to the Representative Representatives a certificate of the Companycertificate, signed by (x) the chief an executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included substantially in the Disclosure Package and the Final Memorandum (exclusive form of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Schedule VIII attached hereto. (fh) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP KPMG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. to furnish to the Representative customary comfort Representatives, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives and providing “management comfort” with respect to certain financial information contained confirming that they are independent auditors within the meaning of the Exchange Act and the applicable published rules and regulations thereunder substantially in the Disclosure Package and the Final Memorandumform of Schedule IX attached hereto. (gi) Any and all applicable amendments, supplements or modifications to the Financing Agreement, any of the Transaction Security Documents, the Intercreditor Agreement and any other documents derived therefrom and in connection therewith, as applicable, shall have been made and shall constitute legal, valid and binding obligations to each party thereof. (j) The Trustee shall be entitled to all rights and benefits provided in the Intercreditor Agreement as an Additional Notes Trustee (as such term is defined in the Intercreditor Agreement) and the Initial Purchasers, and/or each of the subsequent holders of the Securities, shall be entitled to all rights and benefits provided therein as Additional Notes Creditors (as such term is defined in the Intercreditor Agreement). (k) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change change, increase or decrease specified in the letter or letters referred to in paragraph (fh) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hl) The Securities shall be eligible for clearance and settlement through The Depository Trust CompanyEuroclear and Clearstream and any other relevant clearing system. (im) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s any of its subsidiaries’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) Standard & Poor’s and Fitch Ratings or any notice given of any intended or potential decrease in any such rating rating. For the avoidance of doubt, any reiteration or reissuance of the outlook of a possible change rating agency that was in any such rating that does place at the Execution Time shall not indicate the direction be considered a notice of the possible changean intended or potential decrease in a rating. (jn) Prior to the Closing Date, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company Issuer in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by under this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy in all material respects of the representations and warranties (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy of such representations and warranties in all respects) of the Company Issuer and the Guarantors contained herein at the Execution Time of Sale and the Closing Date, to the accuracy of the statements of the Company Issuer and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Issuer and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company Issuer shall have requested and caused (i) Sidley Austin Ropes & ▇▇▇▇ LLP, counsel for the CompanyIssuer and those Guarantors organized or incorporated in the State of Delaware, to furnish to the Representative its Initial Purchasers an opinion and negative assurance letter, each letter dated the Closing Date in form and addressed substance reasonably satisfactory to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, tax Virginia counsel for the CompanyIssuer and Michaels Stores Card Services, LLC, to furnish to the Representative its opinion, Initial Purchasers an opinion dated as of the Closing Date in form and addressed substance reasonably satisfactory to the RepresentativeInitial Purchasers and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, substantially Nova Scotia counsel for the Issuer and the Foreign Guarantor, to furnish to the Initial Purchasers an opinion letter dated the Closing Date in form and substance reasonably satisfactory to the form of Exhibit A-2 heretoInitial Purchasers. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Initial Purchasers shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinionsletter and advice letter, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Pricing Disclosure Package, Package and the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Initial Purchasers may reasonably require, and the Company Issuer and the Guarantors shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ec) The Company Issuer shall have furnished to the Representative Initial Purchasers a certificate of the Companycertificate, signed by (x) the chairman, chief executive officer of the Company officer, president or vice president and (y) the chief financial officer, treasurer or principal financial or accounting officer of the CompanyIssuer and the Guarantors, dated the Closing Date, to the effect that the signers of such certificate have carefully examined reviewed the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Issuer and the Guarantors in this Agreement are true and correct on in all material respects (except to the extent already qualified by materiality, in which case such obligations shall be subject to the accuracy of such representations and as warranties in all respects) at the Time of the Closing Date with the same effect as if made Sale and on the Closing Date, and the Company has Issuer and the Guarantors have complied in all material respects with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties results of operations of the Company Issuer and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company The Issuer shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort lettersInitial Purchasers a “comfort” letter, (i) at and dated respectively as of the Execution Time date hereof with respect to the Pricing Disclosure Package and (ii) in bring-down form at and dated as of the Closing DateDate with respect to the Final Memorandum, each such letter in form and substance reasonably satisfactory to the Representative and Initial Purchasers, confirming that they are independent accountants auditors within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” confirming certain matters with respect to certain the audited and unaudited financial statements and other financial and accounting information contained in the Pricing Disclosure Package and the Final Memorandum, as applicable, including any amendment or supplement thereto at the date of the applicable letter. (ge) Subsequent to the Execution Time of Sale or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, there shall not have been (i) any change or decrease specified development in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties results of operations of the Company Issuer and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in whole and after giving effect to the ordinary course of businessTransactions, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum, the effect of whichwhich is, in any case referred or would reasonably be expected to in clause (i) or (ii) above, isbecome, in the sole judgment of a majority in interest of the RepresentativeInitial Purchasers, so material and adverse as to make it impractical or inadvisable to proceed with the offering offering, sale or delivery of the Securities as on the terms and in the manner contemplated in the Pricing Disclosure Package and the Final Memorandum Memorandum. (exclusive of any amendment or supplement thereto)f) At the Closing Date, the Issuer, the Guarantors and the Trustee shall have entered into the Supplemental Indenture and the Initial Purchasers shall have received counterparts, conformed as executed thereof. (g) At the Closing Date, the Issuer and the Guarantors and the Initial Purchasers shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received counterparts, conformed as executed thereof. (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Timedate hereof, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities Securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) Prior to the Closing Date, the Issuer and the Guarantors shall have furnished to the Initial Purchasers such further information, certificates and documents as the Initial Purchasers may reasonably request, as set forth in the closing memorandum relating to the Transactions. (j) Prior to the Closing Date, the Company Issuer and the Guarantors shall have furnished taken all action reasonably required to be taken by them to have the Representative such further informationSecurities declared eligible for clearance and settlement through The Depository Trust Company. All opinions, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreementletters, or if any of the opinions evidence and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Representative Initial Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered available for inspection at the office of counsel for the Initial Purchasers▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Business Day prior to the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Companies contained herein at the Execution Time and their respective times of execution of this Agreement, as of the Closing DateDate and as of any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Companies made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Companies of their respective obligations hereunder and to the following additional conditions: (a) The Company Companies shall have requested and caused (i) Sidley Austin Dechert LLP, special United States counsel for the CompanyCompanies, to furnish to the Representative its Initial Purchasers their opinion and negative assurance letter, each delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 Exhibits B-1 and B-2 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel) and (ii) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇▇▇, tax counsel for the CompanyGeneral Counsel of Holdings, to furnish to the Representative its Initial Purchasers his opinion, dated as of delivered on the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B heretoB-3 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsels). In rendering such opinions and assurances, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (cb) The Company Companies shall have requested and caused local Dechert (Paris) LLP, special French counsel for each applicable Guarantor to the Companies, to furnish to the Representative Initial Purchasers their respective opinionsopinion, delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit C-1 C hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Republic of France, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for subsidiaries incorporated the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (c) The Companies shall have requested and caused one or formed more local counsel for the Companies, reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, in Massachusetts each of Canada, Germany, Luxembourg, Mexico, the Netherlands, Spain, Switzerland and Pennsylvania)the United Kingdom to furnish to the Initial Purchasers their opinion, Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) delivered on the Closing Date and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretodated the Closing Date and addressed to the Initial Purchasers. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of relevant Companies. (d) The Representative Initial Purchasers shall have received from each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special United States counsel for the Initial Purchasers, and (ii) Gide Loyrette Nouel A.A.R.P.I., special French counsel for the Initial Purchasers, such opinion or opinions, delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Companies shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings and the CompanyIssuer, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings and the CompanyIssuer, delivered on the Closing Date and dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Companies in this Agreement are true and correct in all material respects (other than the representations and warranties set forth in Section 1(tt), (uu) and (vv) which shall be true and correct in all respects) on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Companies have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Dateof Execution, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young PricewaterhouseCoopers LLP to furnish to the Representative customary Initial Purchasers a comfort lettersletter, dated respectively as the Time of the Execution Time and as of the Closing DateExecution, in form and substance reasonably satisfactory to counsel for the Representative Initial Purchasers with respect to the audited and confirming that they are independent accountants within any unaudited or pro forma financial information in the meaning of Pricing Disclosure Package. On the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company Closing Date, Holdings shall have furnished caused PricewaterhouseCoopers LLP to furnish to the Representative Initial Purchasers a certificate of its chief financial officer, comfort letter dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to counsel for the Representative Initial Purchasers and providing “management comfort” with respect to certain financial reaffirming or updating as of a more recent date, the information contained in the Disclosure Package and comfort letter dated the Final MemorandumTime of Execution. (g) [Reserved]. (h) Subsequent to the Time of Execution Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer or of Holdings and its subsidiaries taken as a wholesubsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) The Securities Companies and the Trustee shall have entered into the Indenture in form and substance reasonably satisfactory to the Representative, and the Representative shall have received counterparts, conformed as executed, thereof. (j) Each of the Guarantors shall have executed a Guarantee in form and substance reasonably satisfactory to the Representative, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) The Companies shall have filed an application to list the Notes on the Official List of the Luxembourg Stock Exchange, and the Notes shall be eligible for clearance and settlement through The Depository Trust CompanyEuroclear and Clearstream. (il) The Companies shall have appointed CT Corporation System, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent for service of process in the United States under this Agreement, the Indenture and the Securities in accordance with Section 19 hereof and the equivalent provision in the Indenture. (m) The Issuer and each of the Guarantors shall have taken all necessary corporate action required to execute, deliver and perform the obligations under the Transaction Documents (including, without limitation, the Refinancing and the application of the proceeds from the issuance of the Securities) and such documents shall be in full force and effect. (n) Subsequent to the Execution TimeTime of Execution, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Companies by any “nationally recognized statistical rating organization” (as defined for purposes registered under Section 15E of Rule 3(a)(62) under the Exchange Act) Act or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jo) Prior to the Closing Date, each of the Company Companies shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (p) On the date hereof and the Closing, the Initial Purchasers shall have received from the Chief Financial Officer of Holdings, a certificate dated the date hereof addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers. If any of the conditions specified in this Section 6 shall not have been fulfilled in all respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation shall be given to the Company Companies in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin Shearman & Sterling LLP, counsel for the Company, to furnish to the Representative Representatives its opinion and negative assurance letteropinion, each dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially to the effect that: (i) the Indenture has been duly authorized, executed and delivered, and, assuming due authorization, execution and delivery by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); the Securities have been duly and validly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); the Registration Rights Agreement has been duly authorized, executed and delivered and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law, and provided that such counsel need not express any opinion as to the enforceability of any rights to indemnification which may be violative of the public policy underlying any Federal or state securities law, rule or regulation); and the statements set forth under the heading “Description of Notes” and “Exchange Offer; Registration Rights” in the form Final Memorandum, insofar as such statements purport to summarize certain provisions of Exhibit A-1 hereto the Securities, the Indenture and the Registration Rights Agreement, provide, in all material respects, a fair summary of such provisions; (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPthe statements in the Final Memorandum under the heading “Important Federal Income Tax Considerations”, tax insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings; (iii) no facts have come to the attention of such counsel for which give such counsel reason to believe that the Final Memorandum (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) neither the execution and delivery of the Indenture, to furnish to this Agreement or the Representative Registration Rights Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its opinionsubsidiaries pursuant to, (i) the charter or by-laws of the Company; (ii) the terms of the Existing Bank Credit Facilities, including any covenant contained therein; (iii) the terms of the Indenture, dated as of November 6, 1996, between the Company and Citibank, N.A., the U.S. Dollar Indenture, dated as of January 18, 2001, between the Company and Citibank, N.A., the Euro Indenture, dated as of January 18, 2001, between the Company and Citibank, N.A., and the Indenture, dated as of December 4, 2002, between the Company and Wilmington Trust Company (together, the “Existing Indentures”), and any amendments thereto, including any covenant contained therein; or (iv) any law, rule or regulation of the United States applicable to securities transactions or the General Corporation Law of the State of Delaware; (vi) assuming the accuracy of the representations and warranties and compliance with the agreements contained herein, no registration of the Securities under the Act, and no qualification of an indenture under the Trust Indenture Act, is required for the offer and sale by the Initial Purchasers of the Securities in the manner contemplated by this Agreement; and (vii) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum, will not be an “investment company” as defined in the Investment Company Act without taking account of any exemption arising out of the number of holders of the Company’s securities. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of California, Delaware and New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Such opinion may contain customary assumptions, exceptions, limitations, qualifications and comments reasonably satisfactory to the Initial Purchasers. References to the Final Memorandum in this Section 6(a) include any amendment or supplement thereto at the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 heretoDate. (b) The Company shall have requested and caused ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel for the general counsel of the Company Company, to furnish to the Representative an Representatives his opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially to the effect that: (i) each of the Company and the Subsidiaries has been duly incorporated or organized and is validly existing as a corporation or other valid legal entity in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate or company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the form Final Memorandum, and is duly qualified to do business as a foreign corporation or other valid legal entity and is in good standing under the laws of Exhibit B heretoeach jurisdiction which requires such qualification, except in jurisdictions in which the failure to be so qualified or to be in good standing has not had and would not reasonably be expected to have a Material Adverse Effect; (ii) all the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Memorandum and other than the Company’s subsidiaries in Japan and Turkey, all outstanding shares of capital stock of the Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances; (iii) the Company’s authorized equity capitalization is as set forth in the Final Memorandum; (iv) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not adequately disclosed in the Final Memorandum, except in each case for such proceedings that, if the subject of an unfavorable decision, ruling or finding in such counsel’s judgment are not reasonably likely, singly or in the aggregate, to result in a Material Adverse Effect; (v) such counsel has no reason to believe that at the Execution Time or on the Closing Date the Final Memorandum contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, other than the financial statements and other financial information contained therein, as to which such counsel need express no opinion); (vi) assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 of this Agreement, no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Indenture and the Registration Rights Agreement, except such as will be obtained under the Act and the Trust Indenture Act in connection with the transactions contemplated by the Registration Rights Agreement and such as may be required under the blue sky or securities laws of any jurisdiction in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement and such other approvals (specified in such opinion) as have been obtained; and (vii) neither the execution and delivery of the Indenture, this Agreement or the Registration Rights Agreement, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which any of their respective properties is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority of the United States or any state thereof having jurisdiction over the Company, any of its subsidiaries or any of their respective properties or to the knowledge of such counsel, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority outside of the United States having jurisdiction over the Company, any of its subsidiaries or any of their respective properties, except, with respect to (x) clause (ii) and (y) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority outside of the United States described in clause (iii) as to which such counsel has no knowledge, for conflicts, violations, breaches or impositions that would not reasonably be expected to have a Material Adverse Effect. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of Delaware and California or the Federal laws of the United States, to the extent he deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent he deems proper, on certificates of other responsible officers of the Company and public officials. Such opinion may contain customary assumptions, exceptions, limitations, qualifications and comments. References to the Final Memorandum in this Section 6 (b) include any amendment or supplement thereto at the Closing Date. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Representatives shall have received from ▇▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageRegistration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by (x) the chief executive officer of Chief Financial Officer and the Company and (y) the principal financial or accounting officer of the CompanyTreasurer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement thereto). (e) The Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request evidencing the derivation from the Company’s accounting books and records of financial statements or other financial data included in the Final Memorandum and any amendment or supplement to the Final Memorandum for periods during which the Company’s financial statements were audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP. (f) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young KPMG LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in Representatives, confirming that they are independent accountants within the Disclosure Package meaning of the Act and the Final Memorandum. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) Exchange Act and the Final Memorandum (exclusive of any amendment or supplement thereto)respective applicable rules and regulations adopted by the Commission thereunder, there shall not that they have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving performed a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties review of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.unaudited interim financial infor

Conditions to the Obligations of the Initial Purchasers. The respective obligations of the Initial Purchasers to purchase the Securities Notes on the Closing Date shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein in Section 1 hereof at the Execution Time and the Closing Date, to the accuracy of the statements of of, as applicable, the Escrow Issuer, Holdings, the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by by, as applicable, the Escrow Issuer, Holdings, the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (ai) The Company shall have requested and caused (i) Sidley Austin LLPK▇▇▇ K▇▇▇▇▇▇, P.C., counsel for the CompanyEscrow Issuer, to furnish to the Representative Representatives its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in form and substance reasonably satisfactory to the form of Exhibit B heretoRepresentatives (it being understood and agreed that the opinions required by Section 5(v) hereof will be delivered on the Escrow Release Date). (cii) The Company shall have requested and caused local K&L Gates LLP, tax counsel for each applicable Guarantor to the Company, to furnish to the Representative their respective opinionsRepresentatives its opinion, dated the Closing Date and addressed to the Representatives, in form and substance reasonably satisfactory to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (db) The Representative Representatives shall have received from ▇▇▇L▇▇▇▇▇ & ▇▇W▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the SecuritiesNotes, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Escrow Issuer, or to the extent the Acquisition is consummated on or prior to the Closing Date, each of Holdings, the Company and each Guarantor, shall have furnished to the Representative Representatives a certificate of the Company, signed by (x) the chief executive Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Senior Vice President, Vice President, General Partner, Authorized Member or other officer reasonably satisfactory to the Initial Purchasers, of Holdings, the Company and (y) the principal financial or accounting officer of the Companyeach Guarantor, dated the Closing Date, to the effect that the signers signer of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties in Section 1 of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of, as applicable, the Escrow Issuer, Holdings, the Company and the Guarantors has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospectsearnings, business or properties of the Company Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company Issuer shall have requested and caused Deloitte & Touche LLP and Ernst & Young KPMG LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives and providing “management comfort” with respect to certain financial information contained in confirming that they are independent accountants within the Disclosure Package meaning of the Exchange Act and the Final Memorandumapplicable published rules and regulations thereunder (e) At the Execution Time and at the Closing Date, the Issuer shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder. (gf) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) and (e) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hg) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ih) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given public announcement by such organization that it has under surveillance or review, with possible negative implications, its rating of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeCompany’s debt securities. (i) On or prior to the Closing Date, the Escrow Issuer and, to the extent the Acquisition has been consummated on or prior to the Closing Date, the Company, Holdings and the Guarantors, shall have executed and delivered the Initial Indenture in form and substance reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received an executed copy thereof. (j) If the Acquisition is consummated on or prior to the Closing Date, on the Closing Date, (i) the Company, Holdings and each Guarantor shall have executed and delivered the Joinder Agreement, the form of which is attached hereto as Annex B, and the Initial Purchasers shall have received executed counterparts thereof and (ii) the opinions required by Section 5(v) hereof will be delivered on the Closing Date. (k) If the Acquisition has not been consummated on or prior to the Closing Date, the Escrow Issuer, the Trustee and the Escrow Agent shall have executed the Escrow Agreement and the Initial Purchasers shall have received executed copies thereof. The Escrow Agent shall have established the Escrow Account and shall have provided to the Initial Purchasers evidence thereof reasonably satisfactory to the Initial Purchasers. All other actions to be taken under the Escrow Agreement by the Escrow Issuer as of the Closing Date in order to effect the escrow arrangements contemplated by the Pricing Disclosure Package (including, without limitation, the deposit of the Escrow Property into the Escrow Account in accordance with the Escrow Agreement and the delivery of a Uniform Commercial Code financing statement in respect thereof in appropriate form for filing with respect to the Escrow Issuer) shall have been taken. (l) Prior to the Closing Date, the Company Issuer shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request, including information relating to one or more intercreditor agreements. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇Attention: E▇▇▇▇ ▇▇▇▇▇▇▇▇ or by email to E▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The ------------------------------------------------------- obligations of the Initial Purchasers to purchase the Securities Units shall be subject to the accuracy of the representations and warranties on the part of the Company Issuers and the Guarantors Warrant Holdings contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the "Execution Time Time"), and the Closing Date, to the accuracy of the statements of the Company Issuers and the Guarantors Warrant Holdings made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Issuers and the Guarantors Warrant Holdings of their respective obligations hereunder and to the following additional conditions: (a) The Company Issuers shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish furnished to the Representative its Initial Purchasers the opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date Issuers and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the CompanyWarrant Holdings, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) each of the Issuers and Warrant Holdings has been duly organized or incorporated and is validly existing as a limited partnership or corporation in good standing under the laws of the jurisdiction in which it is organized or incorporated, and is duly qualified to do business as a foreign limited partnership or corporation and is in good standing under the laws of each jurisdiction listed on Schedule III hereto; (ii) each of the Issuers and Warrant Holdings has full power (partnership or corporate) to own or lease its properties and conduct its business as described in the Final Memorandum; and each of the Issuers and Warrant Holdings has full power (partnership or corporate) to enter into this Agreement and to carry out all the terms and provisions hereof to be carried out by it; (iii) all the limited partnership interests in the Partnership have been duly authorized and validly issued and are fully paid and non-assessable (except for capital call provisions provided in the Holdings Partnership Agreement, but which do not apply to any limited partnership interests owned by Warrant Holdings); all the outstanding capital stock of Petro Holdings Financial Corporation and Warrant Holdings has been duly and validly authorized and issued and is fully paid and nonassessable; and ten percent of the outstanding common limited partnership interests of the Partnership are owned of record by Warrant Holdings, and, to the knowledge of such counsel, free and clear of any security interest; (iv) this Agreement has been duly authorized, executed and delivered by the Issuers and Warrant Holdings, and constitutes a legal, valid and binding instrument enforceable against the Issuers and Warrant Holdings, in accordance with its terms; (v) the Notes have been duly and validly authorized for issuance and sale to the Initial Purchasers pursuant to this Agreement and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers pursuant to this Agreement, will constitute legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms and entitled to the benefits of the Indenture; and the statements set forth under the heading "Description of the Notes" in the Final Memorandum, insofar as such statements purport to summarize certain provisions of the Notes and the Indenture, provide a fair summary of such provisions; (vi) the Indenture has been duly authorized, executed and delivered, and constitutes a legal, valid and binding instrument enforceable against the Issuers in accordance with its terms; (vii) the Registration Rights Agreement has been duly authorized, executed and delivered by the Issuers and constitutes a legal, valid and binding instrument enforceable against the Issuers in accordance with its terms; (viii) the Warrants have been duly and validly authorized for issuance and sale to the Partnership and their resale by the Partnership to the Initial Purchasers pursuant to this Agreement has been duly and validly authorized by the Partnership and, when issued and countersigned in accordance with the provisions of the Warrant Agreement and delivered to and paid for by the Initial Purchasers pursuant to this Agreement, will constitute the legal, valid and binding obligations of Warrant Holdings, enforceable against Warrant Holdings in accordance with their terms and entitled to the benefits of the Warrant Agreement; and the statements set forth under the heading "Description of the Warrants" in the Final Memorandum, insofar as such statements purport to summarize certain provisions of the Warrants and the Warrant Agreement, provide a fair summary of such provisions; (ix) the Warrant Agreement has been duly authorized, executed and delivered by Warrant Holdings and constitutes a legal, valid and binding instrument enforceable against Warrant Holdings in accordance with its terms; (x) the Registration Rights and Partners' Agreement has been duly authorized, executed and delivered by the Partnership and Warrant Holdings and constitutes a legal, valid and binding instrument enforceable against the Partnership and Warrant Holdings in accordance with its terms; (xi) The Warrant Shares have been duly authorized and reserved for issuance upon exchange of the Warrants in accordance with the terms of the Warrant Agreement, are free of preemptive rights under the charter of Warrant Holdings and, to such counsel's knowledge, any other agreement and, when issued upon exchange of the Warrants in accordance with the terms of the Warrant Agreement will be validly issued, fully paid and nonassessable; (xii) assuming the accuracy of the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date compliance with the same effect as if made on agreements contained herein and contained in the Closing Date, Subscription and Purchase Agreement and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included contained in the Disclosure Package and the Final Memorandum under the sections "Notice to Investors" and "Plan of Distribution," no registration under the Securities Act of the Units, Notes, Warrants or the notes identical to the Notes concurrently being issued to Petro Holdings LP Corp. pursuant to the Subscription and Purchase Agreement, and no qualification of an indenture under the Trust Indenture Act, are required for the initial offer and sale by the Initial Purchasers of the Units, Notes or Warrants in the manner contemplated by this Agreement provided that, no opinion is expressed with respect to any subsequent resale of the Units, Notes or Warrants; (exclusive xiii) to the best knowledge of such counsel, no consent, approval, authorization or order of any amendment court or supplement theretogovernmental agency or body is required for the issuance of the Notes by the Issuers, the issuance of the Warrants by Warrant Holdings, the sale of the Warrants by Warrant Holdings to the Partnership, the offering and sale to the Initial Purchasers by the Issuers of the Notes and Warrants pursuant to this Agreement and the compliance by the Issuers and Warrant Holdings with the other provisions of this Agreement and the other Transaction Documents, except such as may be required under the blue sky or securities laws of any jurisdiction in connection with the purchase and sale of the Notes and Warrants by the Initial Purchasers and such other approvals (specified in such opinion) as have been obtained; (xiv) to the best knowledge of such counsel, no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the Recapitalization and the compliance by the Issuers and Warrant Holdings with the provisions of the Recapitalization Documents, except such approvals (specified in such opinion) as have been obtained, and except where the absence of which, singly or in the aggregate, would not have a Material Adverse Effect; (xv) neither the issue of the Notes by the Issuers, the issuance of the Warrants by Warrant Holdings, the sale of the Warrants by Warrant Holdings to the Partnership, the offering and sale to the Initial Purchasers by the Issuers of the Notes and Warrants and the compliance by the Issuers and Warrant Holdings with the provisions of this Agreement and the other Transaction Documents, nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or constitute a default under the partnership governance agreement, charter or by-laws of the Issuers or Warrant Holdings or the terms of any indenture or other agreement or instrument listed as a material contract on Schedule II to this Agreement and to which the Issuers or Warrant Holdings is a party or bound or any law, judgment, order or decree known to such counsel to be applicable to the Issuers or Warrant Holdings of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Issuers or Warrant Holdings; (xvi) neither the consummation of the Recapitalization and the compliance by the parties thereto with the provisions of the Recapitalization Documents nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or constitute a default under the partnership governance agreement, charter or by-laws of the Issuers or Warrant Holdings or the terms of any indenture or other agreement or instrument listed as a material contract on Schedule II to this Agreement and to which the Issuers or Warrant Holdings is a party or bound or any law, judgment, order or decree known to such counsel to be applicable to the Issuers or Warrant Holdings of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Issuers or Warrant Holdings, except such conflict, breach, violation or default which, singly or in the aggregate, would not have a Material Adverse Effect; (xvii) neither the consummation of the transactions contemplated by this Agreement nor the sale, issuance, execution or delivery of the Notes and Warrants comprising the Units will violate Regulation T, U or X of the Federal Reserve Board. The foregoing opinions will be subject to the following assumptions, qualifications, limitations and exceptions: A. With respect to the opinions stated in paragraphs (xiii) and (xv), there has been such counsel expresses no material adverse change opinion as to violations of state securities or blue sky laws, or consents, approvals, authorizations, or orders of, or filings or registrations with, state securities regulatory authorities (or federal securities authorities, which are specifically addressed in paragraph (xii)) and any such consents, approvals, authorizations, or order of, or filings or registrations with, the Securities and Exchange Commission and any state securities regulatory authorities as may be required in the condition future to be obtained or made pursuant to the Registration Rights Agreement or the Registration Rights and Partners' Agreement. B. With respect to the opinions stated in paragraphs (financial or otherwiseiv), prospects(v), business or properties of the Company (vi), (vii), (viii), (ix) and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fx) At the Execution Time and at the Closing Date, such counsel's opinions are subject to (i) the Company shall have requested effect of any applicable bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar laws affecting enforcement of creditors' rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances or transfers, preferential transfers, and caused Deloitte & Touche LLP and Ernst & Young LLP of laws affecting distributions by corporations to furnish to the Representative customary comfort lettersstockholders, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished general principles of equity, regardless of whether a matter is considered in a proceeding in equity, at law or in arbitration, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing. C. Such counsel expresses no opinion as to the Representative legality, validity, binding nature or enforceability of any provision in the Transaction Documents relating to indemnification or contribution or the ability to obtain specific performance, injunctive relief or other equitable relief as a certificate of its chief financial officer, dated respectively as remedy for noncompliance with any of the Execution Time and as Transaction Documents or any of the Closing DateRecapitalization Documents. D. In rendering such counsel's opinions expressed in paragraphs (xv) and (xvi) insofar as they require interpretation of contracts, in form and substance satisfactory to the Representative and providing “management comfort” indentures, mortgages, deeds of trust, loan or credit agreements or instruments ("Material Contracts"), such counsel expresses no opinion with respect to certain any financial information contained calculations or data in the Disclosure Package respect of financial covenants included in any Material Contract. Furthermore, with respect to paragraphs (xv) and the Final Memorandum. (gxvi) Subsequent while such counsel advises that (subject to the Execution Time orother assumptions, if earlierexceptions, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) qualifications and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement theretolimitations herein), the effect of whichTransaction Documents and Recapitalization Documents may be performed in a manner that does not result in a conflict, in any case referred violation, breach or default described therein, such counsel expresses no opinion as to in clause (i) or (ii) above, is, in whether the sole judgment actual performance of the Representative, so material terms and adverse as to make it impractical or inadvisable to proceed with the offering or delivery provisions of the Securities as contemplated in Transaction Documents and Recapitalization Documents after the Disclosure Package and the Final Memorandum (exclusive of date hereof will not conflict, violate, breach or constitute a default under any amendment Material Contract, or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent violate any statute, regulation, judgment, decree or order applicable to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s Issuers or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease Warrant Holdings. Such counsel shall also state that such counsel has participated in any such rating or of a possible change in any such rating that does not indicate the direction conferences with officers and other representatives of the possible change. (j) Prior to the Closing DateIssuers and Petro Stopping Centers, the Company shall have furnished to the Representative such further informationL.P., certificates and documents as the Representative may reasonably request. If any representatives of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel independent public accountants for the Initial PurchasersIssuers and Petro Stopping Centers, this Agreement and all obligations L.P., representatives of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel and Counsel for the Initial Purchasers, at ▇▇▇▇ ▇which conferences the contents of the Final Memorandum and related matters were discussed. Because the purpose of such counsel's professional engagement was not to establish or confirm factual matters and because the scope of such counsel's examination of the affairs of the Issuers and Warrant Holdings is not designed to verify the accuracy, completeness or fairness of the statements set forth in the Final Memorandum, such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Final Memorandum (except to the extent in the final clause of paragraph (v) and the final clause of paragraph (viii) above). On the basis of the foregoing, no facts have come to such counsel's attention which lead such counsel to believe that the Final Memorandum, on the date thereof or the date hereof, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made, not misleading (it being understood that such counsel expresses no view with respect to the financial statements and the notes thereto and the other financial data and accounting data included in the Final Memorandum.) In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, the State of Texas, the State of Delaware or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel and who are satisfactory to Counsel for the Initial Purchasers and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuers and Warrant Holdings and public officials. All references in this Section 6(a) to the Final Memorandum shall be deemed to include any amendment or supplement thereto at the Closing Date. (b) The Issuers shall have furnished to the Initial Purchasers the opinion of Kemp, Smith, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇P.C., on counsel for Petro Stopping Centers, L.P., dated the Closing Date., to the effect that: (i) Petro Stopping Centers, L.P. has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware, with full partnership power and authority to own its properties and conduct its business as described in the Final Memorandum, and is duly qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction listed on Schedule III hereto; (ii) all the limited partnership interests in Petro Stopping Centers, L.P. have been duly authorized and validly issued and are fully paid and non-assessable (except for capital call provisions provided in the Operating Partnership Agreement); at least 99.0% of the outstanding capital interests in Petro Stopping Centers, L.P. are owned by the Partnershi

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities Firm Securities, the Guarantees and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Endeavour Parties contained herein at the Execution Time and the Closing DateDate (except to the extent such representations and warranties expressly relate to a specific earlier date (in which case such representations and warranties shall be true and correct as of such specified earlier date)), to the accuracy of the statements of the Company and the Guarantors Endeavour Parties made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Endeavour Parties of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the CompanyEndeavour Parties, to furnish to the Representative Initial Purchasers its opinion, dated as of the Closing Date Date, and addressed to the RepresentativeInitial Purchasers, substantially to the effect that: (i) assuming (i) the accuracy of the representations and warranties of the Endeavour Parties and the Initial Purchasers set forth in this Agreement, (ii) the due performance by the Endeavour Parties and the Initial Purchasers of the covenants and agreements set forth in this Agreement, (iii) the compliance by the Initial Purchasers with the offering and transfer procedures and restrictions described in the form Offering Memorandum, and (iv) that each of Exhibit A-2 heretothe Initial Purchasers is an “accredited investor” as defined in Rule 501(a)(1) under the Securities Act, (a) the offer, sale and delivery of the Securities and the Guarantees to the Initial Purchasers by the Issuers, (b) the initial resale of the Securities and the Guarantees by the Initial Purchasers, each in the manner contemplated by this Agreement and the Disclosure Package and the Final Memorandum or (c) or the issuance of the Underlying Securities, do not require registration under the Securities Act, provided, however, that such counsel need not express any opinion as to any subsequent reoffer or resale of any of the Securities; and the Indenture does not require qualification under the Trust Indenture Act; (ii) (a) each of Endeavour Operating, Endeavour Energy New Ventures, Inc., a Delaware corporation (“Endeavour New Ventures”), END Management Company, a Delaware corporation (“END Management”), and Endeavour Energy UK is validly existing in good standing under the laws of the jurisdiction in which it is chartered or organized, (b) each of the Guarantors has full corporate power and authority to own or lease its properties, as the case may be, and conduct its business as described in the Disclosure Package and the Final Memorandum, and (c) each of the Endeavour Parties is in good standing under the laws of the jurisdictions set forth on Schedule III; (iii) to the knowledge of such counsel, (A) there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body to which the Company or any of its Subsidiaries is a party or to which any of their respective properties are subject, of a character required to be disclosed in the Incorporated Documents which is not disclosed in the Incorporated Documents as required, and (B) there is no contract or other document of a character required to be described in the Incorporated Documents or to be filed as an exhibit thereto, which is not described or filed as required; and the section of the Disclosure Package and the Final Memorandum entitled “Certain United States Federal Income Tax Consequences for Non-U.S. Holders of the Notes,” insofar as it purports to constitute a summary of United States federal tax law and regulations or legal conclusions with respect thereto, constitutes an accurate summary of the matters described therein in all material respects, subject to the assumptions and qualifications set forth therein; and the statements contained or incorporated by reference in the Disclosure Package and the Final Memorandum under the captions, “Business—Environmental Matters and Regulation” and “Business—Regulations,” insofar as they refer to statements of law or legal conclusions, accurately describe, in all material respects, the statutes and regulations addressed thereby; (iv) the statements in the Disclosure Package and the Final Memorandum under the captions “Description of the Notes” and “Description of Other Indebtedness,” insofar as they purport to constitute summaries of the documents, including the Securities and the Guarantees described therein, are accurate in all material respects; (v) none of the Endeavour Parties is and, after giving effect to the offering and sale of the Securities and the Guarantees and the application of the proceeds therefrom as described in the Disclosure Package and the Final Memorandum, will be, an “investment company” as defined in the Investment Company Act; (vi) no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Indenture, except such as may be required under the Securities Act, the Trust Indenture Act or the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and the Guarantees by the Initial Purchasers in the manner contemplated in this Agreement, the Disclosure Package and the Final Memorandum, such other approvals (specified in such opinion) as have been obtained; (vii) none of the execution and delivery of the Indenture or this Agreement, the issuance and sale of the Securities and the Guarantees, nor the consummation of any other of the transactions contemplated herein or therein, including the issuance of the Common Stock upon conversion of the Securities, nor the fulfillment of the terms hereof or thereof will conflict with, or result in a breach, or violation of, any of the terms or provisions of, or constitute a default under (A), or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument filed or incorporated by reference as an exhibit to the Incorporated Documents (such documents collectively, the “Applicable Contracts”), (B) any federal or Texas state law, regulation or rule, the Delaware General Corporation Law, regulation or rule or, to our knowledge and without having investigated governmental records or court dockets, any decree, judgment or order applicable to the Company or its Subsidiaries or (C) the organizational documents of the Guarantors or Endeavour Energy UK, except, in the case of clauses (A) and (B) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect. With respect to clause (B) above, such counsel need express no opinion as to the application of any state securities or blue sky laws or federal or state antifraud laws, rules or regulations; (viii) this Agreement has been duly executed and delivered by the Company and duly authorized, executed and delivered by each of the Guarantors; (ix) the Indenture has been duly executed and delivered by the Company and duly authorized, executed and delivered by each of the Guarantors, and assuming due authorization by the Company and due authorization, execution and delivery thereof by the Trustee, constitutes a legal, valid and binding instrument enforceable against each of the Endeavour Parties in accordance with its terms (subject to the Enforceability Exceptions); (x) the Securities, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers under this Agreement, will constitute legal, valid and binding obligations, enforceable against the Company in accordance with their terms (subject to the Enforceability Exceptions), and will be entitled to the benefits of the Indenture; (xi) the Guarantees have been duly authorized by each of the Guarantors and, when each global certificate representing the Securities has been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided in this Agreement, the Guarantees will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms (subject to the Enforceability Exceptions), and will be entitled to the benefits of the Indenture; In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Company, the independent public accountants of the Company, the independent reserve engineers, the Initial Purchasers and counsel for the Initial Purchasers, at which the contents of the Disclosure Package and the Final Memorandum and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Disclosure Package and the Final Memorandum (except as specifically described in the opinions in paragraph (iii) and (iv) of the foregoing opinion), based on the foregoing no facts have come to the attention of such counsel that lead such counsel to believe that: 1. the Disclosure Package, as of the Execution Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or 2. the Final Memorandum, as of its date and on the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel expresses no statement or belief with respect to (i) the financial statements and related schedules, including the notes thereto and independent registered public accountants’ reports thereon, included or incorporated by reference in the Disclosure Package or the Final Memorandum, (ii) any other financial data or accounting data, information pertaining to oil and natural gas reserves and future net revenues data or statistical information derived from financial information included or incorporated by reference in or omitted from the Disclosure Package or the Final Memorandum, or (iii) representations and warranties and other statements of fact included in the exhibits to the Incorporated Documents. Such counsel need not express any opinion as to the enforceability of any provisions relating to: (a) any failure to comply with requirements concerning notices, relating to delay or omission to enforce rights or remedies or purporting to waive or affect rights, claims, defenses or other benefits to the extent that any of the same cannot be waived or so affected under applicable law; (b) indemnities or exculpation from liability to the extent prohibited by federal or state laws and the public policies underlying those laws or that might require indemnification for, or exculpation from liability on account of, gross negligence, willful misconduct, unlawful acts, fraud or illegality of an indemnified or exculpated party; (c) requirements that all amendments, waivers and terminations be in writing or the disregard of any course of dealing between the parties; (d) default interest, liquidated damages and other penalty provisions; (e) the avoidance of the effect of any fraudulent transfer, fraudulent conveyance laws or similar provisions of applicable law by limiting the amount of the Guarantor’s obligation under the Indenture or the Guarantees; or (f) applicable bankruptcy, insolvency, moratorium, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally and equitable principals and implied covenants of good faith and fair dealing relating to enforceability (clauses (a) through (f) collectively, the “Enforceability Exceptions”); In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the States of New York or Texas, the laws of the United Kingdom, the Delaware General Corporation Law the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Endeavour Parties and public officials. References to the Final Memorandum in this paragraph (b) shall also include any supplements thereto at the Closing Date. In the case of opinion points (ii) and (vii)(C), in each case solely with respect to Endeavour Energy UK, such counsel may limit its opinions to the laws of the United Kingdom. With respect to each other opinion, such counsel may limit its opinions to the laws of the States of New York and Texas, Delaware General Corporation Law and the federal laws of the United States, to the extent specifically referred to herein. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Initial Purchasers shall have received from the opinion of ▇▇▇▇▇▇▇▇ & and Wedge, opining as to the law of Nevada, addressed to the Initial Purchasers and dated the Closing Date, to the effect that: (i) the Company’s authorized equity capitalization is as set forth in the Disclosure Package and the Final Memorandum; the capital stock of the Company conforms to the description thereof incorporated by reference in the Disclosure Package and the Final Memorandum; the Underlying Securities reserved for issuance upon conversion of the Securities have been duly authorized and reserved and, when issued upon conversion of the Securities in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable and the issuance of the Underlying Securities will not be subject to any preemptive or other rights to subscribe for the Securities or the Underlying Securities and, to such counsel’s knowledge, except as set forth in the Disclosure Package and the Final Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding; (ii) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada, with the corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final Memorandum; (iii) each of this Agreement and the Indenture has been duly authorized, executed and delivered by the Company; (iv) the Securities have been duly authorized by the Company; (v) no consent, approval, authorization, filing with or order of any Nevada court or Nevada governmental agency or body is required in connection with the transactions contemplated herein or in the Indenture, except such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities and the Guarantees by the Initial Purchasers in the manner contemplated in this Agreement, the Disclosure Package and the Final Memorandum (as to which ▇▇▇▇▇▇▇▇ LLPand Wedge shall not offer any opinion) and such other approvals as have been obtained; and (vi) none of the execution and delivery of the Indenture or this Agreement, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the SecuritiesSecurities and the Guarantees, nor the consummation of any other of the transactions contemplated herein or in the Indenture, nor the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative a certificate fulfillment of the Companyterms hereof or thereof will conflict with, signed by (x) the chief executive officer result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Datepursuant to, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as organizational documents of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.Comp

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Subsidiary Guarantors contained herein at as of the Execution Time and Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Subsidiary Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Subsidiary Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin Dechert LLP, counsel for the CompanyCompany and the Subsidiary Guarantors, to furnish have furnished to the Representative its opinion and negative assurance letterRepresentatives their opinion, each dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish substance reasonably satisfactory to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 heretoInitial Purchasers. (b) The Company shall have requested and caused W▇▇▇▇▇▇▇ W▇▇▇▇▇▇▇, special counsel for the general counsel of Company, to have furnished to the Company to furnish the Representative Representatives an opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially to the effect that the statements included in the form Final Memorandum under the heading “Our Business — Intellectual Property,” insofar as such statements constitute a summary of Exhibit B heretothe legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters or documents. (c) The Company shall have requested and caused local counsel for each applicable Guarantor D▇▇▇▇ ▇▇▇▇▇▇▇, Vice President, Secretary and General Counsel of the Company, to furnish have furnished to the Representative their respective opinionsRepresentatives an opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in form and substance reasonably satisfactory to the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretoInitial Purchasers. (d) The Representative Company shall have requested and caused Dechert LLP, United Kingdom counsel for Constar International U.K. Limited, to furnish to the Initial Purchasers and the Security Trustee (as defined in the UK Security Document) their opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers. (e) The Representatives shall have received from C▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇R▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Datetogether with any supplement thereto) and other related matters as the Representative Representatives may reasonably require, and the Company and the Subsidiary Guarantors shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ef) The Company and the Subsidiary Guarantors shall have furnished to the Representative Representatives a certificate of the CompanyCompany and each Subsidiary Guarantor, signed by (x) the chief executive officer Chairman of the Company Board or the President, and (y) the principal financial or accounting officer of the Company, and by an executive officer of each of the Subsidiary Guarantors dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any supplements to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company and each Subsidiary Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, Date and the Company and each Subsidiary Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fg) At The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Representatives, at the Execution Time Time, and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time Time, and as of the Closing Date, in form Date and substance reasonably satisfactory addressed to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing DateRepresentatives, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final MemorandumInitial Purchasers. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement theretothereof), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fi) of this Section 6; 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeCitigroup, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement theretothereof). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior Each of the Subsidiary Guarantors shall have executed a Subsidiary Guarantee in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) The Company and the Initial Purchasers shall have entered into the Registration Rights Agreement. (l) All Security Documents shall have been executed by the respective parties thereto and shall be in form and substance satisfactory to Citigroup, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. The Initial Purchasers shall have received a perfection certificate, substantially in the form of Exhibit C duly completed and executed by the Company and the Subsidiary Guarantors. (m) Except to the extent Citigroup reasonably determines that delivery of the following is not necessary or appropriate in connection with perfection of the security interest in the Collateral and subject to Section 5(o), the Initial Purchasers and the Trustee shall have received each of the following documents which shall be reasonably satisfactory in form and substance to Citigroup and the Trustee and each of their respective counsel with respect to each Mortgaged Property and each other item of Collateral, as appropriate: (i) all Mortgages in favor of the Trustee, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements as are contemplated in respect of each such Mortgage by the local counsel opinion referred to in subparagraph (x) below, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage under the laws of any applicable jurisdiction, which Mortgages and financing statements and other instruments shall be effective to create a lien on such Mortgaged Property in favor of the Trustee, subject to no liens other than Permitted Liens; (ii) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments in order for the owner or holder of the fee interest or leasehold interest to grant the lien contemplated by the Mortgage with respect to each Mortgaged Property, subject to no liens other than Permitted Liens; (iii) with respect to each Mortgage of real property located in the United States of America, a policy of title insurance insuring the lien of such Mortgage as a valid mortgage lien on the real property and improvements affixed thereto which by applicable law constitute real property described therein or the leasehold interest therein, if applicable, with the priority contemplated in the Final Memorandum, in respect of the Securities in an amount not less than the amount reasonably satisfactory, but in any event no greater than the Fair Market Value (as defined in the Indenture), to the Trustee and Citigroup and which policy shall (A) be issued by a title insurer reasonably acceptable to the Trustee and Citigroup, (B) have been supplemented by such endorsements as shall be reasonably requested by Citigroup including, without limitation, endorsements or other items (to the extent available at commercially reasonable rates) relating to usury, first loss, last dollar, public road access (if available), contiguity (where appropriate), survey, doing business, subdivision map, separate tax lot, lender non-imputation and so-called comprehensive coverage over covenants and restrictions; (iv) with respect to the Mortgage of real property located in the United Kingdom, a report on title from Dechert LLP, United Kingdom counsel for Constar International U.K. Limited in form and substance reasonably acceptable to the Security Trustee; (v) a survey with respect to each Mortgaged Property located in the United States of America sufficient to remove the standard survey exception from the title insurance policy and issue all survey related endorsements, or otherwise reasonably satisfactory to the Trustee; (vi) policies or certificates of insurance as required by each Security Document, which policies or certificates shall bear endorsements of the character required by such Security Document; (vii) Uniform Commercial Code, judgment and tax lien searches confirming that the personal property to the extent comprising a part of each Mortgaged Property or the Pledged Collateral located in the United States of America is subject to no Liens other than any Liens permitted by the Security Documents and the Indenture; (viii) such affidavits, certificates and instruments of indemnification in favor of the title insurance company as shall be reasonably and customarily required to induce the title insurance company to issue the policy or policies contemplated in subparagraph (iii) above; (ix) copies of all leases and subleases; (x) checks payable to the appropriate public officials in payment of all recording costs and transfer taxes, together, with respect to Mortgages of real property located in the United States of America, a check or wire transfer for the title insurance company in payment of its premium, search and examination charges, applicable survey costs and any other amounts then due in connection with the issuance of its policies; (xi) opinions from all local and foreign counsel, addressed to the Initial Purchasers and the Trustee with respect to the Collateral and the Securities, reasonably satisfactory to the Initial Purchasers, the Trustee and each of their respective counsel; (xii) appropriate financing statements or comparable documents authorized by (and executed by, to the extent applicable), the appropriate entities in proper form for filing under the provisions of the Uniform Commercial Code and applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, in the Trustee’s sole discretion, to grant to the Trustee a perfected first priority Lien on such Collateral, superior and prior to the rights of all third persons other than the holders of Permitted Liens; provided, however, that filings with respect to Constar International U.K. Limited shall be done on a post closing basis as is customary and consistent with United Kingdom practice; and (xiii) evidence that all other actions reasonably necessary or, in the opinion of the Trustee, desirable to perfect the security interest created by the Collateral Documents have been taken. (n) The Company shall have delivered a certificate, signed on behalf of its Chairman of the Board or President and its principal financial or accounting officer to the effect that the Company has performed, in all material respects, all covenants and agreements described in Section 6(m) and satisfied, in all material respects, all conditions on its part to be performed or satisfied thereunder. (o) The Notes shall have been designated as Portal-eligible securities in accordance with the rules and regulations of the NASD, and the Notes shall be eligible for clearance and settlement through The Depository Trust Company. (p) On or prior to the Closing Date, the Company shall have entered into a senior secured asset based credit facility, consistent in all material respects with the description thereof contained in the Final Memorandum and in the Commitment Letter, as determined reasonably and in good faith by Citigroup. (q) Prior to the Closing Date, the Company and the Subsidiary Guarantors shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Citigroup and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeCitigroup. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The parties hereto acknowledge and agree that the condition precedent set forth in clause (p) of this Section 6 may not be waived by Citigroup without the prior written consent of the Company. The parties further agree that in the event that the condition precedent set forth in clause (p) of this Section 6 is not satisfied on or prior to the fifth Business Day following the scheduled Closing Date, this Agreement may be terminated by the Company by written notice to the Representatives delivered in accordance with Section 12 of this Agreement. The documents required to be delivered by this Section 6 will shall be delivered at the office of counsel for the Initial Purchasers, at C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at 8▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The ------------------------------------------------------- obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel Vice President, General Counsel and Assistant Secretary for the Company, to furnish to the Representative its opinion and negative assurance letterRepresentatives her opinion, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 hereto C hereto, subject to customary assumptions and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish qualifications reasonably satisfactory to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 heretoRepresentatives. (b) The Company Representatives shall have requested and caused the general counsel of the Company to furnish the Representative received an opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinionsSkadden, dated the Closing Date and addressed to the RepresentativeArps, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania)Slate, Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois), special counsel for the Company, substantially in the form of Exhibit D hereto, subject to customary assumptions and qualifications reasonably satisfactory to the Representatives. In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the jurisdiction of incorporation of the Company, the State of New York or the Federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. References to the Final Memorandum in this Section 6(a) include any amendment or supplement thereto at the Closing Date. (c) The Representatives shall have received from Cravath, Swaine & ▇▇▇▇▇ LLP▇, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageRegistration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package Final Memorandum, any amendment or supplement to the Final Memorandum, this Agreement and the Final Memorandum and any supplements or amendments thereto and this Registration Rights Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)August 24, 2001, there has been no material adverse change in the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young BDO ▇▇▇▇▇▇▇, LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives, confirming that they are independent accountants within the meaning of the Act and providing “management comfort” the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder, that they have performed a review of the unaudited interim financial information of the Company for the 6-month period ended August 24, 2001 and as at August 24, 2001, and stating in effect that: (i) in their opinion the audited financial statements included or incorporated in the Final Memorandum and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission thereunder that would apply to the Final Memorandum if the Final Memorandum were a prospectus included in a registration statement on Form S-1 under the Act; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with the standards established under Statement on Auditing Standards No. 71, of the unaudited interim financial information for the 6-month period ended August 24, 2001, and as at August 24, 2001; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to certain financial information contained the comments set forth in such letter; a reading of the Disclosure Package minutes of the meetings of the stockholders, directors and compensation and audit, finance, and executive committees of the Company and the Final Memorandum. (g) Subsequent to Subsidiaries; and inquiries of certain officials of the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) Company who have responsibility for financial and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties accounting matters of the Company and its subsidiaries taken as a wholeto transactions and events subsequent to February 23, whether 2001, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or not arising from transactions incorporated in the ordinary course Final Memorandum do not comply in form in all material respects with applicable accounting requirements and with the related rules and regulations adopted by the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of businessthe audited financial statements included or incorporated in the Final Memorandum; (2) with respect to the period subsequent to August 24, 2001, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long-term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the shareholders' equity of the Company as compared with the amounts shown on the August 24, 2001 consolidated balance sheet included or incorporated in the Final Memorandum, or for the period from August 25, 2001 to such specified date there were any decreases, as compared with the corresponding period in the preceding year in revenues, operating income, net income or in earnings per share of the Company and its subsidiaries, except as in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) any accounting, financial or contemplated statistical information included in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the disclosure requirements of Regulation S-K. (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth or incorporated by reference in the Disclosure Package Final Memorandum, including the information set forth under the captions "Summary," "Use of Proceeds," "Capitalization," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" set forth or incorporated by reference in the Final Memorandum, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. References to the Final Memorandum (exclusive of in this Section 6(e) include any amendment or supplement thereto), thereto at the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment date of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)applicable letter. (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and DLA Piper LLP (i) Sidley Austin LLPUS), counsel for the Company, to furnish to the Representative Representatives its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, Representatives substantially in the form set forth in Annex C, Annex D and Annex E herein. In rendering such opinion, such counsel may rely (A) as to matters involving the application of Exhibit B heretolaws of any jurisdiction other than the jurisdiction of incorporation of the Company, the State of New York or the federal laws of the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (cb) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative Representatives shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the Chief Executive Officer and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date in all material respects with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in substantially the form and substance reasonably satisfactory previously delivered to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officerRepresentatives, dated respectively as of the Execution Time and as of the Closing Date, which is in form and substance satisfactory to the Representative and providing “management comfort” with respect Representatives. All references in this Section 6(d) to certain financial information contained in the Disclosure Package Preliminary Memorandum and the Final MemorandumMemorandum include any amendment or supplement thereto at the date of the applicable letter. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Subsequent to the Execution Time, there shall not have been any decrease in the rating of accorded to the Notes or any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (h) Prior to the Execution Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each officer and director of the Company, listed in Annex B, and addressed to the Representatives. (i) Each Representative shall have received the relevant counterpart of each of the Bond Hedge Confirm and the Warrant Confirm that has been executed by a duly authorized officer of the Company; and (j) Prior to the Closing Date, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇LLP, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Issuers contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Issuers made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Issuers of their respective obligations hereunder and to the following additional conditions: (a) The Company Initial Purchasers shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B Annex A-1 attached hereto. (c) The Company shall have requested , and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinionsdisclosure letter, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) Annex A-2 attached hereto. (db) The Representative Initial Purchasers shall have received from ▇▇▇▇ ▇. ▇▇▇▇▇▇, General Counsel for the Issuers, the opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Annex B attached hereto. (c) The Initial Purchasers shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Registration Rights Agreement, the Disclosure Package, the Final Memorandum Offering Circular (as amended or supplemented at the Closing Date) and other related matters as the Representative Initial Purchasers may reasonably require, and each of the Company Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Initial Purchasers shall have received (whether on the Closing Date or such later date or time as contemplated by the Disclosure Package and the Indenture) an opinion from Pietragallo, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Issuers in the Commonwealth of Pennsylvania dated the Closing Date (or such later date or time as contemplated by the Disclosure Package and the Indenture), in form and substance reasonably satisfactory to the Initial Purchasers, subject to customary assumptions and qualifications. (e) The Initial Purchasers shall have received (whether on the Closing Date or such later date or time as contemplated by the Disclosure Package and the Indenture) fully executed original copies, or arrangements satisfactory to the Collateral Agent shall have been made for the delivery, of each Security Document and such evidence as the Initial Purchasers may reasonably require of the effectiveness of the security interest contemplated thereby and the perfection of the security interest created thereby (including, without limitation, the filing of UCC-1s and the recordation of the Mortgage or arrangements satisfactory to the Collateral Agent for such perfection), provided the Mortgage of the Refinery shall have been executed and delivered to the Collateral Agent on or prior to the Closing Date. (f) The Initial Purchasers shall have received, by the Closing Date, fully executed copies of Amendment No. 10 to the Revolving Credit Facility, reasonably satisfactory to Initial Purchasers counsel, which amendment shall permit the issuance of the Securities as contemplated in the Disclosure Package and Indenture. (g) The Initial Purchasers shall have received, by the Closing Date, fully executed copies of a supplemental indenture to the indenture between the Company, the Guarantors and the Trustee dated August 6, 2004, which supplemental indenture shall permit issuance of the Securities as contemplated in the Disclosure Package and Indenture. (h) The Collateral Agent shall have received a fully executed original copy of the Intercreditor Agreement (as described in Schedule IV hereto), in form and substance reasonably satisfactory to the Initial Purchasers. (i) The Collateral Agent shall have received, or arrangements satisfactory to the Collateral Agent shall have been made for the delivery of, fully executed original copies of releases of any existing security agreements and mortgages or deeds of trust with respect to the Collateral securing any obligations of the Issuers or any of their respective subsidiaries, in each case in form and substance reasonably satisfactory to the Initial Purchasers and, in the case of existing mortgages or deeds of trust, the title company issuing the policies described below. (j) The Collateral Agent shall have received (whether on the Closing Date or such later date or time as contemplated by the Disclosure Package and the Indenture), or arrangements satisfactory to the Collateral Agent shall have been made for the delivery of, with respect to the Mortgage: (i) an ALTA extended coverage lender’s policy of title insurance in an amount equal to $50 million, insuring the Mortgage of such property as a valid, enforceable lien on the applicable Issuer’s interest in such property as defined in and subject to such Mortgage, subject only to Permitted Liens (as defined in the Indenture), (ii) for the policy referred to in clause (i), legible copies of all documents affecting title, which shall show all recording information, (iii) any existing surveys with respect to such property, and (iv) evidence of all insurance required to be maintained pursuant to the terms and provisions of the Indenture together with any required endorsements. Attached to each such title insurance policy shall be any and all endorsements that are standard in the Commonwealth of Pennsylvania and reasonably required by the Initial Purchasers. Notwithstanding the foregoing with respect to such endorsements, it is understood that the policy shall include only those endorsements that the Company is able to obtain at commercially reasonable rates. It being further understood that a zoning report issued by the Planning and Zoning Resource Corporation may be delivered in lieu of a zoning endorsement and in no event shall any Issuer be required to provide a creditor’s rights endorsement. (k) The Company shall have furnished to the Representative Initial Purchasers a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and Offering Circular, any amendments or supplements or amendments thereto thereto, and this Agreement and that: (i) i. the representations and warranties of the Company each Issuer in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company each Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) . since the date of the most recent latest audited financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum Offering Circular (exclusive of any amendment or supplement thereto), there has been no material adverse change in to the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Offering Circular. (fl) At the Execution Time and at the Closing Date, (i) the Company Issuers shall have requested and caused Deloitte & Touche LLP and Ernst & Young BDO USA, LLP to furnish to the Representative customary comfort lettersInitial Purchasers, a “comfort” letter, dated respectively as of the Execution Time and a bring-down “comfort letter”, dated as of the Closing Date, in form and substance reasonably satisfactory to the Representative and Initial Purchasers, confirming that they are independent accountants within the meaning of the Exchange Act and within the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as meaning of the Execution Time and as rules of the Closing Date, in form Public Company Accounting Oversight Board and substance satisfactory to the Representative and providing “management comfort” confirming certain matters with respect to certain the audited and unaudited financial statements and other financial and accounting information contained in the Disclosure Package and the Final MemorandumOffering Circular, including any amendment or supplement thereto at the date of the applicable letter. (gm) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto)Offering Circular, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fj) of this Section 6; or (ii) any change, or any development involving a prospective change, change in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of Offering Circular, without any amendment or supplement thereto)amendment, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeInitial Purchasers, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Offering Circular. (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (in) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of such term is used in Rule 3(a)(62) 436 under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jo) Prior to the Closing Date, the Company shall have furnished to the Representative Initial Purchasers such further information, certificates and documents as the Representative Initial Purchasers may reasonably request. . (p) If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Initial Purchasers and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. . (q) The documents required to be delivered by this Section 6 will be delivered at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 forms attached hereto as Exhibits B and (ii) C, and ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇, tax counsel for Esq., Chief Legal Officer of the Company, and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq., Vice President, Intellectual Property, to furnish have furnished to the Representative its opiniontheir opinions, dated as of the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-2 hereto.forms attached hereto as Exhibits D and E. (b) The Company shall have requested and caused ▇▇▇▇▇ ▇▇▇▇ LLP, special regulatory counsel for the general counsel of the Company Company, to furnish to the Representative an their opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of attached hereto as Exhibit B hereto.F. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇, LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the IndentureTransaction Documents, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of Chief Executive Officer and the Company and (y) the principal financial or accounting officer Chief Financial Officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum Memorandum, and any amendments or supplements or amendments thereto thereto, and this Agreement and that: (i1) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and; (ii2) since the date of the most recent financial statements included incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Material Adverse Effect. (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in confirming that they are independent accountants within the Disclosure Package meaning of the Exchange Act and which should cover, among other customary matters, the Preliminary Memorandum and the Final MemorandumMemorandum (and any amendments or supplements thereto at the date of the applicable letter). (gf) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fe) of this Section 6; 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (g) Prior to the Closing Date, the Company shall have furnished to the Underwriter such further information, customary closing and secretary certificates and documents as the Underwriter may reasonably request. (h) The Securities have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the Nasdaq and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to The Company shall have taken the Execution Time, there shall not have been any decrease in the rating of any steps required for listing of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes shares of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction Common Stock initially issuable upon conversion of the possible changeSecurities, subject to notice of issuance, on The Nasdaq Global Select Market. (j) Prior to the Closing DateExecution Time, the Company shall have furnished to the Representative such further informationa letter substantially in the form of Exhibit A hereto from each executive officer and director of the Company, certificates and documents as addressed to the Representative may reasonably requestInitial Purchasers. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will shall be delivered at the office offices of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇, ▇▇▇▇▇▇▇ LLP on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase and pay for the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date (as though made on such Closing Date), to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditionsconditions precedent: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in to the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel effect of the Company substantive paragraphs set forth on Annex B-1 hereto, (ii) Holland and Knight LLP, local counsel for Nuance Document Imaging, Inc., to furnish to the Representative an its opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in to the form effect of Exhibit B hereto. the substantive paragraphs set forth on Annex B-2 hereto and (ciii) The Company shall have requested and caused ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, LLP, local counsel for each applicable Guarantor ▇.▇. ▇▇▇▇▇▇ and Associates, Inc., to furnish to the Representative their respective opinionsits opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance acceptable to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (db) The Representative shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative a certificate of the CompanyCompany (as to the items specified in (i) and (ii) below) and of each Guarantor (as to the items specified in (i) below), signed by (x) the chief executive officer Chairman of the Board or the Chief Executive Officer of the Company and (y) the principal financial or accounting officer of the CompanyCompany or the Guarantor, respectively, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any amendments or supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company and each Guarantor, as applicable, in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and each Guarantor, as applicable, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused each of BDO ▇▇▇▇▇▇▇, LLP and Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, each case in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final MemorandumRepresentative. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) Subsequent to the Execution Time and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the debt securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. (g) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) Prior to the Closing Date, the Company and each Guarantor shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the associate general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇ Case LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has and the Guarantors have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whole whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (f) At the Execution Time and at the Closing Date, the Company shall have requested and caused UHY LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph paragraphs (e) and (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Company and the Guarantors, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, the form of which is attached as Annex C and (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, to furnish to the Representative Representatives its opinion and negative assurance letteropinion, each dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated which is attached as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto.Annex D. (b) The Company shall have requested and caused the general counsel ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of the Company Company, to furnish to the Representative an Representatives his opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit B hereto.which is attached as Annex E. (c) The Company shall have requested and caused local (i) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Canadian counsel for each applicable Guarantor the Company and Neenah Paper Company of Canada ("NPCC"), to furnish to the Representative their respective opinionsRepresentatives its opinion, dated the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit C-1 which is attached as Annex F and (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohioii) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Nova Scotia counsel for the Company and NPCC, to furnish to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, the form of which is attached as Annex G. (d) The Representatives shall have received from Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageRegistration Rights Agreement, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished to the Representative Representatives a certificate of the Company, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise)condition, prospects, earnings, business or properties of the Company Company, the Guarantors and its their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) Each of the Guarantors shall have furnished to the Representatives a certificate of such Guarantor, signed by (x) the Chairman of the Board or the President and (y) the principal financial or accounting officer of such Guarantor, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Final Memorandum, any amendment or supplement to the Final Memorandum and this Agreement and that the representations and warranties of such Guarantor in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and such Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (g) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives, (i) confirming that they are independent certified public accountants under Rule 101 of the American Institute of Certified Public Accountants' Code of Professional Conduct and providing “management comfort” its interpretations and rulings, (ii) stating, as of the date thereof (or, with respect to certain matters involving changes or developments since the respective dates as of which specified financial information contained is given in the Disclosure Package and the Final Memorandum, as of a date not more than five days prior to the date thereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings. All references in this Section 6(g) to the Final Memorandum include any amendment or supplement thereto at the date of the applicable letter. (gh) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto)Time, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any changein, or any development involving a prospective changeaffecting, in or affecting the condition (financial or otherwise)condition, prospects, earnings, business or properties of the Company Company, the Guarantors and its subsidiaries their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, which is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) The Securities shall have been designated as PORTAL-eligible securities in accordance with the rules and regulations of the NASD, and the Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ij) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt 's securities by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jk) The Company and ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall have executed the Spinoff Documents, and all conditions to the completion of the Spinoff set forth in Article VII of the Distribution Agreement, other than the conditions set forth in Section 7.2 with respect to the delivery of the opinion of tax counsel only and Sections 7.9 and 7.12 thereof, but including the consummation of the transactions set forth in Sections 2.5(a) through (e) thereof as incorporated into Article VII by Section 7.12, shall have been satisfied or waived; provided, however, that any waiver of the conditions set forth in Section 7.12 of the Distribution Agreement with respect to the consummation of the transactions set forth in Sections 2.5(a) through (e) shall require the written consent of Citigroup, which consent shall not be unreasonably withheld. (l) The Company shall have requested and caused ▇▇▇▇▇▇▇▇-▇▇▇▇▇ to furnish to the Representatives its undertaking, dated the Closing Date and addressed to the Representatives, the form of which is attached as Annex H. (m) The Company shall have furnished to the Representatives its undertaking, dated the Closing Date and addressed to the Representatives, the form of which is attached as Annex I. (n) Prior to the Closing Date, the Company shall have furnished to the Representative Representatives such further information, certificates and documents with respect to itself and its subsidiaries as the Representative Representatives may reasonably request. (o) All conditions to funding under the New Credit Facility shall have been satisfied or waived. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at Weil, Gotshal & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein at as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLPdelivered, counsel for the Company, or cause to furnish be delivered to the Representative its opinion and negative assurance letterthe Collateral Agent the Secured Obligation Designation, each dated the Closing Date in form and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish substance reasonably satisfactory to the Representative its opinionand executed by the Company and the Company shall make payment or arrangements for payment of all applicable recording taxes, dated as fees, charges, costs and expenses required for the recording of the Closing Date Security Documents and addressed to the Representativesecurity interests required thereby, substantially in the form of Exhibit A-2 heretoif any. (b) The Company shall have requested and caused ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the general Company, and in-house counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in form and substance reasonably satisfactory to the form Representative. In rendering such opinions, such counsel may rely (A) as to matters involving the application of Exhibit C-1 laws of any jurisdiction other than the jurisdiction of incorporation of the Company, the State of New York or the federal laws of the United States, to the extent they deem proper and specify such reliance in such opinions, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers and (for subsidiaries incorporated or formed in Massachusetts B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretopublic officials. References therein to the Offering Memorandum shall also include any supplements thereto at the Closing Date. (dc) The Representative shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Offering Memorandum (as amended or supplemented at the Closing Datetogether with any supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by and in their capacity as such (x) the chief executive officer Chairman of the Company Board, the President or any Senior Vice President and (y) the principal financial or accounting officer of the CompanyCompany or the Treasurer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined reviewed the Disclosure Package and Package, the Final Offering Memorandum and any supplements or amendments thereto thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and; (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse effect, and no development involving a prospective change in which would have a material adverse effect, on the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in the form and substance reasonably satisfactory to agreed with counsel for the Representative and Initial Purchasers confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished thereunder. References therein to the Representative a certificate of its chief financial officer, dated respectively as Offering Memorandum shall also include any supplement thereto at the date of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandumletter. (gf) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Offering Memorandum (exclusive of any amendment or supplement thereto), as the case may be, there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fe) of this Section 6; 5 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Offering Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule by the Commission in Section 3(a)(62) under of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will 5 shall be delivered at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Penn Virginia Parties contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Penn Virginia Parties made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Penn Virginia Parties of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated On the Closing Date and addressed to the RepresentativeDate, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Penn Virginia Parties, shall have furnished to the Representative its opinion and a negative assurance letter, dated the Closing Date and addressed to the Representative, substantially in the form attached as Exhibit A hereto. (b) On the Closing Date, the Representative shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such an opinion or opinionsand a negative assurance letter, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company On the Closing Date, the Penn Virginia Parties shall have furnished to the Representative a certificate of the CompanyPenn Virginia Parties, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Companyeach Penn Virginia Party, dated the Closing Date, to the effect that the signers signer of such certificate have has carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company Penn Virginia Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Penn Virginia Parties have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Escrow Issuer, the Company, the Guarantors and its their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Escrow Issuer and the Company shall have requested and caused Deloitte & Touche each of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and Ernst & Young LLP BDO to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representative, containing statements and providing information of the type customarily included in accountants’ “management comfortcomfort letters” to initial purchasers with respect to the financial statements and certain financial information contained in each of the Disclosure Package and the Final Memorandum; provided that each of the letter delivered on the Closing Date shall use a “cut-off” date no more than three Business Days prior to such Closing Date. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any material adverse change, or any development involving a prospective material change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Escrow Issuer, the Company, the Guarantors and its their respective subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Date, the Escrow Issuer and the Company shall have requested and caused each of D&M and WVG, independent petroleum engineers, to furnish to the Representative letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative, covering the oil and gas reserves information included or incorporated by reference in the Disclosure Package and the Final Memorandum and other customary matters; provided that each of the letter delivered on the Closing Date shall use a “cut-off” date no more than three Business Days prior to such Closing Date. (g) On the Closing Date, the Escrow Issuer and the Company shall have furnished to the Representative a certificate, dated the Closing Date and addressed to the Initial Purchasers, of the Parent’s chief financial officer with respect to certain financial data contained in the Disclosure Package and the Final Memorandum, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representative. (h) The Securities shall be eligible for clearance and settlement through The Depository Trust CompanyDTC. (i) Subsequent to the Execution Time, there The Representative shall not have been any decrease in the rating of any received on and as of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction Closing Date, reasonably satisfactory evidence of the possible changegood standings of the Penn Virginia Parties in their respective jurisdictions of organization or formation, as applicable, and their good standings (where such designation is applicable) as foreign entities in such other jurisdictions as the Representative may reasonably request. (j) Prior to the Closing Date, the Company Penn Virginia Parties shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. (k) The Escrow Issuer, the Trustee and the Escrow Agent shall have executed the Escrow Agreement and the Representative shall have received executed copies thereof. The Escrow Agent shall have established the Escrow Account and shall have provided to the Representative evidence thereof reasonably satisfactory to the Representative. All other actions to be taken under the Escrow Agreement by the Escrow Issuer as of the Closing Date in order to effect the escrow arrangements contemplated by the Disclosure Package (including, without limitation, the deposit of cash into the Escrow Account in accordance with the Escrow Agreement) shall have been taken. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at to counsel for the office of Initial Purchasers on the Closing Date. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Valaris Parties contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Valaris Parties made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Valaris Parties of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel for the CompanyIssuers and certain of the Guarantors, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) C▇▇▇▇▇▇ D▇▇▇ & P▇▇▇▇▇▇ LLPLimited, tax Bermuda counsel for the CompanyCompany and certain of the Guarantors, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (ciii) The Company shall have requested and caused local Elvinger Hoss Prussen, Luxembourg counsel for each applicable Guarantor certain of the Guarantors, to furnish to the Representative their respective opinionsits opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohioiv) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from H▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel for certain of the Guarantors, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, (v) Isolas LLP, Gibraltar counsel for certain of the Guarantors, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, (vi) M▇▇▇▇▇ and C▇▇▇▇▇ (Cayman) LLP, Cayman Islands counsel for certain of the Guarantors, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, (vii) S▇▇▇▇▇▇▇▇ and May, English counsel for certain of the Guarantors, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, and (viii) S▇▇▇▇▇ & K▇▇▇▇▇ LLP, M▇▇▇▇▇▇▇ Islands and Liberian counsel for certain of the Guarantors, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, in each case in form and substance reasonably satisfactory to the Representative. (b) The Representative shall have received from D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinionsand negative assurance letter, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief principal executive or financial officer of the Company and (y) the principal financial accounting officer or accounting another executive officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company Valaris Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the Company Valaris Parties has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of businessMaterial Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young KPMG LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandumthereunder. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or comfort letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospectsearnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) The Securities shall be eligible for clearance and settlement through The Depository Trust CompanyDTC. (ig) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (h) The Valaris Parties shall have executed and delivered an Officers’ Certificate to the Trustee pursuant to Section 2.03 of the Indenture, and the Initial Purchasers shall have received executed copies thereof. (i) Concurrently with or prior to the Closing Date, the Valaris Parties and the Collateral Trustee shall have entered into the Collateral Documents to the extent such Collateral Documents are required to be entered into on or prior to the Closing Date, and the Initial Purchasers shall have received executed copies thereof. (j) Prior to the Closing Date, the Company Valaris Parties shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Initial Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors contained herein at the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time and Time”), the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder to be performed on or prior to the Closing Date and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish furnished to the Representative its Initial Purchasers the opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Company, dated the Closing Date, to the effect of Exhibit A. (b) The Company shall have furnished to the Initial PurchasersPurchasers the opinion of ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇ LLP, regulatory counsel for the Company, dated the Closing Date, to the effect of Exhibit B. (c) The Company shall have furnished to the Initial Purchasers the opinion of internal counsel for the Company, dated the Closing Date, to the effect of Exhibit C. (d) The Company shall have furnished to the Initial Purchasers the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, dated the Closing Date, to the effect of Exhibit D. (e) The Initial Purchasers shall have received from Counsel for the Initial Purchasers such opinion or opinions, dated the Closing Date and addressed to the RepresentativeDate, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (ef) The Company shall have furnished to the Representative Initial Purchasers a certificate of the Company, signed by (x) the chief executive officer of President and Chief Executive Officer and the Company Executive Group Vice President and (y) the principal financial or accounting officer Chief Financial Officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package Final Memorandum, any amendment or supplement to the Final Memorandum, this Agreement and the Final Memorandum and any supplements or amendments thereto and this Registration Agreement and that: (i) the representations and warranties of the Company in this Agreement and the Registration Agreement that are qualified as to materiality are true and correct, and all other representations and warranties of the Company in this Agreement and the Registration Agreement are true and correct in all material respects, on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder or thereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change Material Adverse Effect, whether or not arising from transactions in the condition ordinary course of business, except as disclosed in the Final Memorandum (exclusive of any amendment or supplement thereto). (g) The Company shall have requested and caused KPMG LLP to have furnished to the Initial Purchasers, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, confirming that they are independent registered accountants within the meaning of the Securities Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and that they have performed a review of the unaudited interim financial information of the Company for the nine-month period ended September 30, 2004, and as at September 30, 2004, in accordance with Statement on Auditing Standards No. 100, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules and pro forma financial statements included or incorporated by reference in the Final Memorandum and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations adopted by the Commission; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company and its subsidiaries; their limited review, in accordance with the standards established under Statement on Auditing Standards No. 100, of the unaudited interim financial information for the nine-month period ended September 30, 2004, and as at September 30, 2004; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit and compensation committees of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that: (A) any unaudited financial statements included or incorporated by reference in the Final Memorandum do not comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the related rules and regulations adopted by the Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Final Memorandum; or (B) with respect to the period subsequent to September 30, 2004, there were any changes, at a specified date not more than five days prior to the date of the letter, in the long term debt of the Company and its subsidiaries or capital stock of the Company or decreases in the stockholders’ equity of the Company as compared with the amounts shown on the September 30, 2004 consolidated balance sheet included or incorporated by reference in the Final Memorandum, or for the period from October 1, 2004 to such specified date there were any increases, as compared with the corresponding period in the preceding quarter, in net loss or loss from continuing operations before income taxes or in total or per share amounts of net income/loss of the Company and its subsidiaries, except in all instances for changes or increases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (C) the information included or incorporated by reference in the Final Memorandum in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information), Item 402 (Executive Compensation) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or otherwisestatistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Final Memorandum, including the information set forth under the captions “Summary”, “Risk Factors”, “Use of Proceeds”, “Capitalization” and “Description of Notes” in the Final Memorandum, the information included or incorporated by reference in Items 1, 2, 6, 7 and 11 of the 2003 10-K incorporated by reference in the Final Memorandum and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated by reference in the Company’s Quarterly Reports on Form 10-Q for the quarter ended September 30, 2004 incorporated by reference in the Final Memorandum agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) they have read the unaudited pro forma financial statements included or incorporated by reference in the Final Memorandum (the “pro forma financial statements”); carried out certain specified procedures; inquiries of certain officials of the Company who have responsibility for financial and accounting matters; and proved the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, and the officials of the Company referred to above have stated, in response to such auditor’s inquiries, that all significant assumptions regarding the business combinations have been reflected in the pro forma adjustments and that the unaudited condensed consolidated financial statements referred to herein comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X. All references in this Section 6(g) to the Final Memorandum shall be deemed to include any amendment or supplement thereto at the date of the applicable letter. (h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Final Memorandum (exclusive of any supplement thereto), prospectsthere shall not have been (i) any increase, change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the properties, business, results of operations, financial condition, affairs or business or properties prospects of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been (i) any decrease in the rating of the Securities or any of the Company’s or the Parent’s other debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Securities Act) or (ii) any notice given of any intended or potential decrease in any such rating or that such organization has under surveillance or review (other than any such notice with positive implications of a possible change in any such upgrading) its rating that does not indicate the direction of the possible changeSecurities or any of the Company’s other debt securities. (j) The shares of Common Stock initially issuable upon conversion of the Securities shall have been listed and admitted and authorized for trading, subject to official notice of issuance, on the Nasdaq National Market, and reasonably satisfactory evidence of such actions shall have been provided to the Representatives. (k) Prior to the Closing Date, the Company shall have furnished to the Representative Initial Purchasers such further information, certificates and documents as the Representative Initial Purchasers may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative Initial Purchasers and counsel Counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation cancelation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel Counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective obligations hereunder and to the following additional conditions: (a) The Company shall have requested and caused (i) Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto. (d) The Representative shall have received from ▇▇▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇ Case LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished to the Representative a certificate of the Company, signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company and the Guarantors in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has and the Guarantors have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whole whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fe) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (f) At the Execution Time and at the Closing Date, the Company shall have requested and caused UHY LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph paragraphs (e) and (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) The Representative shall have received the results of a recent UCC lien search with the Secretary of State of each of the jurisdictions of organization for the Company, the Guarantors and Vistra Intermediate, and such search shall reveal no liens on any of the assets of the Company, the Guarantors and Vistra Intermediate or their respective subsidiaries except for Permitted Liens. (k) Except as otherwise contemplated by the Collateral Documents or this Agreement, each Security Document required by the Collateral Documents, or under law or reasonably requested by the Initial Purchasers, in each case, to be filed, registered or recorded, or delivered for filing on or prior to the Closing Date, in order to create in favor of the Collateral Trustee, for the benefit of the holders of the Securities, a perfected first-priority lien and security interests in the Collateral with respect to the Securities and Guarantees that can be perfected by the making of such filings, registrations or recordations, prior and superior to the right of any other person (other than Permitted Liens), shall be executed and in proper form for filing, registration or recordation. (l) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors of their respective its obligations hereunder and to the following additional conditions: (a) The Company Representatives shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated received on the Closing Date and addressed to the Representative, substantially in the form an opinion of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax outside United States counsel for the Company, to furnish to Company and certain of the Representative its opinionGuarantors, dated as of the Closing Date and addressed to the RepresentativeDate, substantially in the form of Exhibit A-2 A hereto. (b) The Company Representatives shall have requested received on the Closing Date an opinion of ▇▇▇▇▇▇▇ Coie LLP, outside Colorado and caused the general Wisconsin counsel for certain of the Company to furnish the Representative an opinionGuarantors, dated the Closing Date and addressed to the RepresentativeDate, substantially in the form of Exhibit B hereto. (c) The Company Representatives shall have requested and caused local received on the Closing Date an opinion of ▇▇▇ & ▇▇▇▇▇▇, outside Nova Scotia counsel for each applicable Guarantor to furnish certain of the Representative their respective opinionsGuarantors, dated the Closing Date and addressed to the RepresentativeDate, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) C hereto. (d) The Representative Representatives shall have received from on the Closing Date an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, outside Canadian counsel for certain of the Guarantors, dated the Closing Date, substantially in the form of Exhibit D hereto. (e) The Representatives shall have received on the Closing Date an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeDate, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Representatives may reasonably requirerequest, and the Company such counsel shall have furnished to such counsel received such documents and information as they may reasonably request for the purpose of enabling them to pass upon such matters. (e. The opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP described in Sections 6(a), 6(b), 6(c) The Company and 6(d) respectively above shall have furnished be rendered to the Representative a certificate of Initial Purchasers at the Company, signed by (x) the chief executive officer request of the Company and shall so state therein. (yf) Subsequent to the principal financial or accounting officer execution and delivery of the Company, dated this Agreement and prior to (and including) the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the representations and warranties direction of the Company possible change, in this Agreement are true and correct on and as the rating accorded any of the Closing Date with Company’s or the same effect Guarantors’ securities by any “nationally recognized statistical rating organization,” as if made on such term is defined for purposes of Rule 3(a)(62) under the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateExchange Act; and (ii) since there shall not have occurred any adverse change, or any development involving a prospective adverse change, in the date business condition, financial condition or results of operations of the most recent financial statements included in Company, the Disclosure Package Guarantors and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its their subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as that set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment amendments or supplement thereto). (f) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish supplements thereto subsequent to the Representative customary comfort lettersdate of this Agreement) that, dated respectively as in the Company’s judgment, is so material and adverse and that makes it, in the Company’s judgment, impractical or inadvisable to proceed with the offer, sale or delivery of the Execution Time Securities on the terms and as of in the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained manner contemplated in the Disclosure Package and the Final Memorandum. (g) Subsequent The Representatives shall have received on the Closing Date a certificate, dated the Closing Date, and signed by an executive officer of the Company, to the Execution Time or, if earlier, effect set forth in Section 6(f)(i) and to the dates effect that the representations and warranties of the Company and the Guarantors contained in this Agreement are true and correct as of which information is given in the Disclosure Package (exclusive Closing Date and that each of any amendment or supplement thereto) the Company and the Final Memorandum Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (exclusive h) The Representatives shall have received on each of any amendment the date hereof and the Closing Date a letter dated the date hereof or supplement thereto)the Closing Date, there shall not have been (i) any change or decrease specified in as the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective changecase may be, in or affecting form and substance satisfactory to the condition (Representatives and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants to the Company and its Subsidiaries, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial or otherwise), prospects, business or properties statements and certain financial information of the Company and its subsidiaries taken as a wholeSubsidiaries contained in, whether or not arising from transactions in the ordinary course of businessand incorporated by reference into, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Memorandum; provided, however, that the effect of which, in any case referred letter delivered on the Closing Date shall use a “cut-off date” not earlier than the third business day prior to in clause the Closing Date. (i) The Representatives shall have received on each of the date hereof and the Closing Date a letter dated the date hereof or (ii) abovethe Closing Date, isas the case may be, in form and substance satisfactory to the sole judgment Representatives and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants to MillerCoors and its subsidiaries, containing statements and information of the Representativetype ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of MillerCoors and its subsidiaries contained in, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in incorporated by reference into, the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities Memorandum; provided, however, that the letter delivered on the Closing Date shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent use a “cut-off date” not earlier than the third business day prior to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeClosing Date. (j) Prior to The Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, and the Initial Purchasers shall have received an original copy thereof, duly executed by the Company, the Guarantors and the Trustee. (k) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state, foreign or provincial governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities by the Company; and no injunction or order of any United States federal or state or court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities by the Company. (l) On or before the Closing Date, the Company and the Guarantors shall have furnished executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative Initial Purchasers, and the Initial Purchasers shall have received such further informationexecuted counterparts. The Initial Purchasers shall have received such other documents and certificates as are reasonably requested by you or your counsel. Each certificate signed by any officer of the Company or any Guarantor and delivered to the Initial Purchasers or their counsel pursuant to, certificates or in connection with, this Agreement, shall be deemed to be a representation and documents warranty by the Company or such Guarantor, as applicable, to the Representative may reasonably requestInitial Purchasers as to matters covered by such certificate. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Companies contained herein at the Execution Time and their respective times of execution of this Agreement, as of the Closing DateDate and as of any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Companies made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Companies of their respective obligations hereunder and to the following additional conditions: (a) The Company Companies shall have requested and caused (i) Sidley Austin Dechert LLP, special counsel for the CompanyCompanies, to furnish to the Representative its Initial Purchasers their opinion and negative assurance letter, each delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 hereto reasonably satisfactory to the Initial Purchasers and their counsel, (ii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPCo. L.P.A., tax special Ohio counsel for the CompanyCompanies, to furnish to the Representative its opinion, dated as of Initial Purchasers their opinion on the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form reasonably satisfactory to the Initial Purchasers and their counsel and (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor Holdings, to furnish to the Representative their respective opinionsInitial Purchasers his opinion, delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form reasonably satisfactory to the Initial Purchasers and their counsel. In rendering such opinions and assurances, such counsel may rely (A) as to matters involving the application of Exhibit C-1 laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States, the Delaware Limited Liability Company Act and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (for subsidiaries incorporated or formed in Massachusetts B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretopublic officials. (db) The Representative Initial Purchasers shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Initial Purchasers, such opinion or opinions, delivered on the Closing Date and dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Companies shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings and the CompanyIssuer, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings and the CompanyIssuer, delivered on the Closing Date and dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Companies in this Agreement are true and correct in all material respects (other than the representations and warranties set forth in Section 1(rr), (ss) and (tt) which shall be true and correct in all respects) on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Companies have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Dateof Execution, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young PricewaterhouseCoopers LLP to furnish to the Representative customary Initial Purchasers a comfort lettersletter, dated respectively as the Time of the Execution Time and as of the Closing DateExecution, in form and substance reasonably satisfactory to counsel for the Representative Initial Purchasers with respect to the audited and confirming that they are independent accountants within any unaudited or pro forma financial information in the meaning of Pricing Disclosure Package. On the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company Closing Date, Holdings shall have furnished caused PricewaterhouseCoopers LLP to furnish to the Representative Initial Purchasers a certificate of its chief financial officer, comfort letter dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to counsel for the Representative Initial Purchasers and providing “management comfort” with respect to certain financial reaffirming or updating as of a more recent date, the information contained in the Disclosure Package and comfort letter dated the Final MemorandumTime of Execution. (ge) Subsequent to the Time of Execution Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer or of Holdings and its subsidiaries taken as a wholesubsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) The Companies and the Trustee shall have entered into the Indenture in form and substance reasonably satisfactory to the Representative, and the Representative shall have received counterparts, conformed as executed, thereof. (g) Each of the Guarantors shall have executed a Guarantee in form and substance reasonably satisfactory to the Representative, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (h) The Securities Companies and the Initial Purchasers shall have entered into the Registration Rights Agreement. (i) The Notes shall be eligible for clearance and settlement through The the Depository Trust Company. (ij) Each of the Companies shall have taken all necessary corporate action required to execute, deliver and perform the obligations under the Transaction Documents (including, without limitation, the application of the proceeds from the issuance of the Securities) and such documents shall be in full force and effect. (k) Subsequent to the Execution TimeTime of Execution, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Companies by any “nationally recognized statistical rating organization” (as defined for purposes registered under Section 15E of Rule 3(a)(62) under the Exchange Act) Act or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jl) Prior to the Closing Date, each of the Company Companies shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation shall be given to the Company Companies in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Issuers contained herein at the Execution Time and their respective times of execution of this Agreement, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Issuers made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Issuers of their respective obligations hereunder and to the following additional conditions: (a) The Company Issuers shall have requested and caused (i) Sidley Austin Dechert LLP, special United States counsel for the CompanyIssuers, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an Initial Purchasers their opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B hereto. hereto (c) The Company with such modifications as shall have requested be reasonably acceptable to the Initial Purchasers and caused local counsel for each applicable Guarantor their counsel); provided, however, that, to the extent appropriate and acceptable to the Initial Purchasers and their counsel, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of Holdings, may furnish to the Representative their respective opinionsInitial Purchasers his opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, covering certain of the matters set forth in Exhibit B hereto. In rendering such opinions, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuers and public officials. (b) The Issuers shall have requested and caused Dechert LLP, special French counsel to the Issuers, to furnish to the Initial Purchasers their opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit C-1 C hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Republic of France, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for subsidiaries incorporated the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Issuers and public officials. (c) The Issuers shall have requested and caused one or formed more local counsel for the Issuers, reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, in Massachusetts each of Belgium, Canada, Germany, Mexico, Switzerland and Pennsylvaniathe United Kingdom to furnish to the Initial Purchasers their opinion, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of Exhibit D hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretosuch counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of relevant Issuers. (d) The Representative Initial Purchasers shall have received from each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special United States counsel for the Initial Purchasers and (ii) Gide Loyrette Nouel, special French counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings and the Company, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings and the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and Final Memorandum, any amendment or supplement to the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Issuers in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Issuers have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Company, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Date, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young PricewaterhouseCoopers LLP to furnish to the Representative customary comfort Initial Purchasers letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Initial Purchasers, confirming that they are independent accountants within the meaning of the Act and providing “management comfort” the Exchange Act and the applicable rules and regulations thereunder, that they have performed a review of the unaudited interim financial information of Holdings and its consolidated subsidiaries for the six-month period ended June 30, 2004 and stating in effect that: (i) in their opinion the audited financial statements included in the Final Memorandum and reported on by them comply as to form in all material respects with the applicable accounting requirements of Regulation S-X; (ii) on the basis of a reading of the latest unaudited financial statements made available by Holdings; their limited review in accordance with the standards established under Statement on Auditing Standards No. 100 of the unaudited interim financial information for the six-month period ended June 30, 2004; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and audit committees of Holdings; and inquiries of certain officials of Holdings who have responsibility for financial information contained and accounting matters of Holdings and its subsidiaries as to transactions and events subsequent to December 31, 2003, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included in the Disclosure Package Final Memorandum (x) do not comply as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included in quarterly reports on Form 10-Q under the Exchange Act or (y) are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Final Memorandum; (2) with respect to the period subsequent to June 30, 2004, there were any changes, at a specified date not more than five days prior to the date of the letter, in the total debt of Holdings and its consolidated subsidiaries or the capital stock of Holdings or decreases in the shareholders’ equity of Holdings or working capital of Holdings and its consolidated subsidiaries as compared with the amounts shown on the June 30, 2004 consolidated balance sheet included in the Final Memorandum, or for the period from July 1, 2004 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in net sales, income before income taxes, minority interest and cumulative effect of a change in accounting or net income of Holdings and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by Holdings as to the significance thereof unless said explanation is not deemed necessary by the Initial Purchasers; or (3) the unaudited amounts of any capsule information included in the Final Memorandum do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included in the Final Memorandum or do not conform with generally accepted accounting principles; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of Holdings and its subsidiaries) included in the Final Memorandum agrees with the accounting records of Holdings and its consolidated subsidiaries, excluding any questions of legal interpretation. References to the Final Memorandum in this Section 6(f) include any amendment or supplement thereto at the date of the applicable letter. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company or of Holdings and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeCitigroup, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of market the Securities as contemplated in the Disclosure Package and by the Final Memorandum (exclusive of any amendment or supplement thereto). (h) Each of the Guarantors shall have executed a Notes Guarantee in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (i) The Securities Issuers and the Initial Purchasers shall have entered into the Registration Rights Agreement. (j) All Security Documents shall have been executed by the respective parties thereto and shall be in form and substance satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) To the extent delivered in connection with the closing of the Senior Credit Facility and the concurrent issuance by the Company of €350,000,000 6- 1/4% First Priority Senior Secured Notes due 2011 (the “Existing Notes”), except to the extent Citigroup determines that delivery of the following is not necessary or appropriate in connection with perfection of the security interest in the Collateral securing the Notes, the Initial Purchasers, the Trustee and the Collateral Agent shall have received each of the following documents which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and the Collateral Agent and each of their respective counsel with respect to each Mortgaged Property and each other item of Collateral, as appropriate: (i) all Mortgages (as defined in the Security Documents) (or amendments to existing Mortgages) in favor of either or both of the Trustee and the Collateral Agent, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements as are contemplated in respect of each such Mortgage by the local counsel opinion referred to in subparagraph (x) below, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage under the laws of any applicable jurisdiction, which Mortgages and financing statements and other instruments shall be effective to create a lien on such Mortgaged Property in favor of either or both of the Trustee and Collateral Agent, as applicable, subject to no liens other than Permitted Collateral Liens; (ii) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as shall have been delivered to the Bank Agents in connection with the closing of the Senior Credit Facility and the Existing Notes in order for the owner or holder of the fee interest or leasehold interest to grant the lien contemplated by the Mortgage with respect to each Mortgaged Property; (iii) with respect to each Mortgage, a policy of title insurance (or commitment to issue such a policy) insuring (or committing to insure) the lien of such Mortgage as a valid mortgage lien on the real property and fixtures described therein, with the priority described in the Final Memorandum, in respect of the Securities; (iv) a survey with respect to each Mortgaged Property; (v) policies or certificates of insurance; (vi) Uniform Commercial Code, judgment, tax lien and intellectual property searches; (vii) affidavits, certificates and instruments of indemnification; (viii) copies of all leases and subleases; (ix) any certificate of an officer of Holdings or any subsidiary of Holdings relating to the Collateral (which shall also be addressed to the Initial Purchasers and the Trustee); and (x) opinions from all local and foreign counsel who delivered opinions to the Bank Agents in connection with the closing of the Senior Credit Facility and the Existing Notes (which opinions shall be addressed to the Initial Purchasers and the Trustee), which opinions shall address, with respect to the Collateral and the Securities, the matters addressed with respect to the Senior Credit Facility, and satisfactory to the Initial Purchasers, the Trustee and each of their respective counsel. (l) Holdings shall have delivered a certificate, signed on behalf of Holdings by its Chairman of the Board or President and its principal financial or accounting officer to the effect that Holdings has performed, in all material respects, all covenants and agreements described in Section 6(k) and satisfied, in all material respects, all conditions on its part to be performed or satisfied thereunder. (m) The Company shall have filed an application to list the Notes on the Luxembourg Stock Exchange, and the Notes shall be eligible for clearance and settlement through The Depository Trust CompanyEuroclear and Clearstream, Luxembourg. (in) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Issuers by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jo) Prior to the Closing Date, the Company Issuers shall have furnished to the Representative Initial Purchasers such further information, certificates and documents as the Representative Initial Purchasers may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Guarantor contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Guarantor made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Guarantor of their respective obligations hereunder and to the following additional conditions: (a) The Company and the Guarantor shall have requested and caused caused (i) Sidley Austin LLPAkin Gump ▇▇▇▇▇▇▇, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax United States counsel for the CompanyCompany and the Guarantor, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of attached hereto as Exhibit B hereto.A. (cii) The Company shall have requested and caused local ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Bermuda counsel for each applicable Guarantor the Company and the Guarantor, to furnish to the Representative their respective opinionsits opinion, dated the Closing Date and addressed to the Representative, substantially in the form of attached hereto as Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) hereto.B. (diii) A&L Goodbody, Irish counsel for the Company and the Guarantor, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, substantially in the form attached hereto as Exhibit C. (iv) the General Counsel of the Guarantor, to furnish to the Representative its opinion, dated the Closing Date and addressed to the Representative, substantially in the form attached hereto as Exhibit D. (b) The Representative shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ & Maw LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative may reasonably require, and the Company and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ec) The Each of the Company and the Guarantor shall have furnished to the Representative a certificate of the CompanyCompany and the Guarantor, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of the Companythereof, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto thereto, and this Agreement and that: (i) the representations and warranties of the Company and the Guarantor in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and each of the Company and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included or incorporated by reference in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise)condition, prospectsearnings, business or properties of the Company Company, the Guarantor and its their respective subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (fd) At the Execution Time and at the Closing Date, (i) the Company KPMG shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP to furnish furnished to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning containing statements and information of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished type customarily included in accountants’ “comfort letters” to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” underwriters with respect to the financial statements and certain financial information contained in the Disclosure Package and the Final Memorandum. All references in this Section 6(d) to the Disclosure Package and the Final Memorandum include any amendment or supplement thereto at the date of the applicable letter. (ge) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (fd) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (condition, financial or otherwise), prospectsor in the earnings, business business, operations or properties of the Company Guarantor and its subsidiaries (including the Company), taken as a whole, whether or not arising from transactions in the ordinary course of business, except as from that set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment amendments or supplement theretosupplements thereto subsequent to the date of this Agreement), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hf) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (ig) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the ParentGuarantor’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62436(g) under the Exchange Securities Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) Prior On or prior to the Closing Date, the Company and the Guarantor shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company and the Guarantor in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at Mayer, Brown, ▇▇▇▇ & Maw LLP, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Companies contained herein at the Execution Time and their respective times of execution of this Agreement, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Companies made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Companies of their respective obligations hereunder and to the following additional conditions: (a) The Company Companies shall have requested and caused (i) Sidley Austin Dechert LLP, special United States counsel for the CompanyCompanies, to furnish to the Representative its Initial Purchasers their opinion and negative assurance letter, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 Exhibits B-1 and B-2 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel) and (ii) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇▇▇, tax counsel for the CompanyGeneral Counsel of Holdings, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an Initial Purchasers his opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B heretoB-3 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinions and assurances, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (cb) The Company Companies shall have requested and caused local Dechert (Paris) LLP, special French counsel for each applicable Guarantor to the Companies, to furnish to the Representative Initial Purchasers their respective opinionsopinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit C-1 C hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Republic of France, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for subsidiaries incorporated the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (c) The Companies and the Dutch Guarantor shall have requested and caused one or formed more local counsel for the Companies and the Dutch Guarantor, reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, in Massachusetts each of Canada, Germany, Mexico, the Netherlands, Switzerland and Pennsylvania)the United Kingdom to furnish to the Initial Purchasers their opinion, Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) dated the Closing Date and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretoaddressed to the Initial Purchasers. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of relevant Companies. (d) The Representative Initial Purchasers shall have received from each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special United States counsel for the Initial Purchasers, and (ii) Gide Loyrette Nouel A.A.R.P.I., special French counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Companies shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings and the CompanyIssuer, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings and the CompanyIssuer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Companies in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Companies have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Dateof Execution, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP the Independent Accountants to furnish to the Representative customary Initial Purchasers a comfort lettersletter, dated respectively as the Time of the Execution Time and as of the Closing DateExecution, in form and substance reasonably satisfactory to counsel for the Representative Initial Purchasers with respect to the audited and confirming that they are independent accountants within any unaudited or pro forma financial information in the meaning of Pricing Disclosure Package. On the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company Closing Date, Holdings shall have furnished caused the Independent Accountants to furnish to the Representative Initial Purchasers a certificate of its chief financial officer, comfort letter dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to counsel for the Representative Initial Purchasers and providing “management comfort” with respect to certain financial reaffirming or updating as of a more recent date, the information contained in the Disclosure Package and comfort letter dated the Final MemorandumTime of Execution. (g) At the Time of Execution, Holdings shall have caused Deloitte, S.L. (“D&T”) to furnish to the Initial Purchasers a comfort letter, dated the Time of Execution, in form and substance satisfactory to counsel for the Initial Purchasers with respect to the financial information related to Adularia Inversiones 2010, S.L.U., the parent company of Mivisa Envases, S.A.U., in the Pricing Disclosure Package. On the Closing Date, Holdings shall have caused D&T to furnish to the Initial Purchasers a comfort letter dated the Closing Date, in form and substance satisfactory to counsel for the Initial Purchasers and reaffirming or updating as of a more recent date, the information in the comfort letter dated the Time of Execution. (h) Subsequent to the Time of Execution Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer or of Holdings and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of market the Securities as contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) The Securities Companies, the Dutch Guarantor and the Trustee shall have entered into the Indenture in form and substance reasonably satisfactory to the Representatives, and the Representatives shall have received counterparts, conformed as executed, thereof. (j) Each of the Guarantors and the Dutch Guarantor shall have executed a Guarantee in form and substance reasonably satisfactory to the Representatives, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) The Companies shall have filed an application to list the Notes on the Official List of the Luxembourg Stock Exchange, and the Notes shall be eligible for clearance and settlement through The Depository Trust CompanyEuroclear and Clearstream. (il) Each of the Companies shall have appointed C T Corporation System, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent for service of process in the United States under this Agreement, the Indenture and the Securities in accordance with Section 19 hereof and the equivalent provision in the Indenture. (m) Each of the Companies shall have taken all necessary corporate action required to execute, deliver and perform the obligations under the Transaction Documents. (n) Subsequent to the Execution TimeTime of Execution, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Companies by any “nationally recognized statistical rating organization” (as such term is defined for purposes of Rule under Section 3(a)(62) under of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jo) On the Closing Date, Holdings shall have accepted for payment all Existing Notes validly tendered pursuant to the Tender Offer. (p) Prior to the Closing Date, the Company Companies shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation shall be given to the Company Companies in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties of the Company and the Guarantors Issuer contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company and the Guarantors Issuer made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Issuer of their respective its obligations hereunder and to the following additional conditions: (a) The Company Issuer shall have requested and caused (i) Sidley Austin LLP▇▇▇▇▇▇▇, counsel for the CompanyArps, to furnish to the Representative its opinion and negative assurance letterSlate, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto and (ii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, tax special U.S. counsel for the Company, to furnish to the Representative Representatives its opinion, tax opinion and negative assurance letter, each dated as of the Closing Date and addressed to the Representatives, substantially in the form of Schedule III attached hereto. (b) The Issuer shall have requested and caused ▇▇. ▇▇▇▇▇▇ ▇. Villarreal, General Counsel for the Company, to furnish to the Representatives his opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit A-2 Schedule IV attached hereto. (bc) The Company Issuer shall have requested and caused Clifford Chance SL, special Spanish counsel to the general counsel of the Company Company, to furnish to the Representative an Representatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit B Schedule V attached hereto. (cd) The Company Issuer shall have requested and caused local Warendorf, special Dutch counsel for each applicable Guarantor to the Company, to furnish to the Representative their respective opinionsRepresentatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the RepresentativeRepresentatives, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) Schedule VI attached hereto. (de) The Representative Issuer shall have requested and caused GHR Rechtsanwälte AG, special Swiss counsel to the Company, to furnish to the Representatives its opinion, subject to certain applicable exceptions, qualifications and conditions acceptable to the Representatives, dated as of the Closing Date and addressed to the Representatives, substantially in the form of Schedule VII attached hereto. (f) The Representatives shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP and ▇▇▇▇▇ ▇▇▇▇▇▇▇, S.C., counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (eg) The Company shall have furnished to the Representative Representatives a certificate of the Companycertificate, signed by (x) the chief an executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included substantially in the Disclosure Package and the Final Memorandum (exclusive form of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)Schedule VIII attached hereto. (fh) At the Execution Time and at the Closing Date, (i) the Company shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP KPMG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. to furnish to the Representative customary comfort Representatives, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative Representatives and providing “management comfort” with respect to certain financial information contained confirming that they are independent auditors within the meaning of the Exchange Act and the applicable published rules and regulations thereunder substantially in the Disclosure Package and the Final Memorandumform of Schedule IX attached hereto. (gi) Any and all applicable amendments, supplements or modifications to the Financing Agreement, any of the Transaction Security Documents, the Intercreditor Agreement and any other documents derived therefrom and in connection therewith, as applicable, shall have been made and shall constitute legal, valid and binding obligations to each party thereof. (j) The Trustee shall be entitled to all rights and benefits provided in the Intercreditor Agreement as an Additional Notes Trustee (as such term is defined in the Intercreditor Agreement) and the Initial Purchasers, and/or each of the subsequent holders of the Securities, shall be entitled to all rights and benefits provided therein as Additional Notes Creditors (as such term is defined in the Intercreditor Agreement). (k) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change change, increase or decrease specified in the letter or letters referred to in paragraph (fh) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hl) The Securities shall be eligible for clearance and settlement through The Depository Trust CompanyDTC, Euroclear and Clearstream, as applicable, and any other relevant clearing system. (im) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s any of its subsidiaries’ debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) Standard & Poor’s and Fitch Ratings or any notice given of any intended or potential decrease in any such rating rating. For the avoidance of doubt, any reiteration or reissuance of the outlook of a possible change rating agency that was in any such rating that does place at the Execution Time shall not indicate the direction be considered a notice of the possible changean intended or potential decrease in a rating. (jn) Prior to the Closing Date, the Company shall have furnished to the Representative Representatives such further information, certificates and documents as the Representative Representatives may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the RepresentativeRepresentatives. Notice of such cancellation shall be given to the Company Issuer in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by under this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors Companies contained herein at the Execution Time and their respective times of execution of this Agreement, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company and the Guarantors Companies made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company and the Guarantors Companies of their respective obligations hereunder and to the following additional conditions: (a) The Company Companies shall have requested and caused (i) Sidley Austin Dechert LLP, special United States counsel for the CompanyCompanies, to furnish to the Representative its Initial Purchasers their opinion and negative assurance letter, each dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit A-1 Exhibits B-1 and B-2 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel) and (ii) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇ LLP▇▇▇▇, tax counsel for the CompanyGeneral Counsel of Holdings, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company to furnish the Representative an Initial Purchasers his opinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit B heretoB-3 hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinions and assurances, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Pennsylvania, the State of New York, the Federal laws of the United States and the Delaware General Corporation Law, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (cb) The Company Companies shall have requested and caused local Dechert (Paris) LLP, special French counsel for each applicable Guarantor to the Companies, to furnish to the Representative Initial Purchasers their respective opinionsopinion, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, substantially in the form of Exhibit C-1 C hereto (with such modifications as shall be reasonably acceptable to the Initial Purchasers and their counsel). In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Republic of France, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for subsidiaries incorporated the Initial Purchasers; and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Companies and public officials. (c) The Companies shall have requested and caused one or formed more local counsel for the Companies, reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers, in Massachusetts each of Canada, Germany, Luxembourg, Mexico, the Netherlands, Spain, Switzerland and Pennsylvania)the United Kingdom to furnish to the Initial Purchasers their opinion, Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) dated the Closing Date and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretoaddressed to the Initial Purchasers. In rendering such opinion, such counsel may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of relevant Companies. (d) The Representative Initial Purchasers shall have received from each of (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special United States counsel for the Initial Purchasers, and (ii) Gide Loyrette Nouel A.A.R.P.I., special French counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeInitial Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related such matters as the Representative Initial Purchasers may reasonably require, and the Company Companies shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Holdings shall have furnished to the Representative Initial Purchasers a certificate of Holdings and the CompanyIssuer, signed by (x) the chief executive officer Chairman of the Company Board or the President and (y) the principal financial or accounting officer of each of Holdings and the CompanyIssuer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Pricing Disclosure Package and the Final Memorandum, any amendment or supplement to the Pricing Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company Companies in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has Companies have complied with all the agreements and satisfied all the conditions on its their part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer, individually, or of Holdings and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Dateof Execution, (i) the Company Holdings shall have requested and caused Deloitte & Touche LLP and Ernst & Young LLP the Independent Accountants to furnish to the Representative customary Initial Purchasers a comfort lettersletter, dated respectively as the Time of the Execution Time and as of the Closing DateExecution, in form and substance reasonably satisfactory to counsel for the Representative Initial Purchasers with respect to the audited and confirming that they are independent accountants within any unaudited or pro forma financial information in the meaning of Pricing Disclosure Package. On the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company Closing Date, Holdings shall have furnished caused the Independent Accountants to furnish to the Representative Initial Purchasers a certificate of its chief financial officer, comfort letter dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to counsel for the Representative Initial Purchasers and providing “management comfort” with respect to certain financial reaffirming or updating as of a more recent date, the information contained in the Disclosure Package and comfort letter dated the Final MemorandumTime of Execution. (g) At the Time of Execution, Holdings shall have caused KPMG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. to furnish to the Initial Purchasers a comfort letter, dated the Time of Execution, in form and substance satisfactory to counsel for the Initial Purchasers with respect to the financial information related to Fabricas Monterrey, S.A. de C.V., Cierres Hermeticos, S.A. de C.V., Terrestrategicos, S.A. de C.V., Prolatamex, S.A. de C.V., Silices de Veracruz, S.A. de C.V., Glass & Silice, S.A. de C.V. and Silice del Istmo, S.A. de C.V. in the Pricing Disclosure Package. (h) Subsequent to the Time of Execution Time or, if earlier, the dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties of the Company Issuer or of Holdings and its subsidiaries subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), ) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of market the Securities as contemplated in by the Pricing Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (hi) The Securities Companies and the Trustee shall have entered into the Indenture in form and substance reasonably satisfactory to the Representative, and the Representative shall have received counterparts, conformed as executed, thereof. (j) Each of the Guarantors shall have executed a Guarantee in form and substance reasonably satisfactory to the Representative, and the Initial Purchasers shall have received counterparts, conformed as executed, thereof. (k) The Companies shall have filed an application to list the Notes on the Official List of the Luxembourg Stock Exchange, and the Notes shall be eligible for clearance and settlement through The Depository Trust CompanyEuroclear and Clearstream. (il) Each of the Companies shall have appointed C T Corporation System, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its agent for service of process in the United States under this Agreement, the Indenture and the Securities in accordance with Section 19 hereof and the equivalent provision in the Indenture. (m) Each of the Companies shall have taken all necessary corporate action required to execute, deliver and perform the obligations under the Transaction Documents (including, without limitation, the Refinancing and the application of the proceeds from the issuance of the Securities). (n) Subsequent to the Execution TimeTime of Execution, there shall not have been any decrease in the rating of any debt securities of any of the Company’s or the Parent’s debt securities Companies by any “nationally recognized statistical rating organization” (as defined for purposes registered under Section 15E of Rule 3(a)(62) under the Exchange Act) Act or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jo) On the date hereof and the Closing Date, the Initial Purchasers shall have received from the Chief Financial Officer of Holdings, a certificate dated the date hereof addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Initial Purchasers. (p) Prior to the Closing Date, the Company Companies shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled canceled at, or at any time prior to, the Closing Date by the RepresentativeInitial Purchasers. Notice of such cancellation shall be given to the Company Companies in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Initial Purchasers, at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.

Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company Company, ExpressJet Airlines and the Guarantors Continental contained herein at as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company Company, ExpressJet Airlines and the Guarantors Continental made in any certificates delivered pursuant to the provisions hereof, to the performance by the Company Company, ExpressJet Airlines and the Guarantors Continental of their respective its obligations hereunder and to the following additional conditions: (a) The Company At the Closing Date, the Representatives shall have requested and caused received (i) Sidley Austin LLPthe favorable opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., counsel for the CompanyCompany and ExpressJet Airlines, in form and substance reasonably satisfactory to furnish counsel for the Initial Purchasers to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit A-1 hereto be agreed and (ii) the favorable opinion, dated as of the Closing Date, of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Vice President, General Counsel and Secretary of the Company, with responsibility for the legal affairs of the Company and its Subsidiaries in form and substance reasonably satisfactory to counsel for the Initial Purchasers to be agreed. (b) At the Closing Date, the Representatives shall have received the favorable opinion, dated as of the Closing Date, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A. L.L.P., special counsel for the Company and ExpressJet Airlines, in form and substance reasonably satisfactory to counsel to the Initial Purchasers to the effect set forth in Annex B hereto. (c) At the Closing Date, the Representatives shall have received (i) the favorable opinion, dated as of the Closing Date, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPL.L.P., tax counsel for the CompanyContinental, in form and substance reasonably satisfactory to furnish counsel to the Representative its Initial Purchasers to be agreed and (ii) the favorable opinion, dated as of the Closing Date Date, of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Vice President, General Counsel and addressed Secretary of Continental, with responsibility for the legal affairs of Continental and its subsidiaries in form and substance reasonably satisfactory to counsel to the Representative, substantially in the form of Exhibit A-2 hereto. (b) The Company shall have requested and caused the general counsel of the Company Initial Purchasers to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. (c) The Company shall have requested and caused local counsel for each applicable Guarantor to furnish the Representative their respective opinions, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit C-1 (for subsidiaries incorporated or formed in Massachusetts and Pennsylvania), Exhibit C-2 (for subsidiaries incorporated or formed in Ohio) and Exhibit C-3 (for subsidiaries incorporated or formed in Virginia) heretobe agreed. (d) The Representative Representatives shall have received from ▇▇▇Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date and addressed to the RepresentativeRepresentatives, with respect to the issuance and sale of the Securities, the Indenture, the Disclosure PackageRegistration Rights Agreement, the Final Offering Memorandum (as amended or supplemented at the Closing Date) and other related matters as the Representative Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company Representatives shall have furnished to the Representative received a certificate of the Company, signed by (x) President or a Vice President and of the chief executive financial or chief accounting officer of each of the Company and (y) the principal financial or accounting officer of the CompanyExpressJet Airlines, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and (ii) since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (condition, financial or otherwise), prospectsor in the earnings, business business, properties or properties results of operations of the Company and its subsidiaries, Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (f) At the Execution Time and at the Closing Date, (iii) the Company shall have requested representations and caused Deloitte & Touche LLP warranties in Section 1.A hereof are true and Ernst & Young LLP to furnish to correct with the Representative customary comfort letters, dated respectively same force and effect as of the Execution Time though expressly made at and as of the Closing Date, in form and substance reasonably satisfactory to the Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain financial information contained in the Disclosure Package and the Final Memorandum. (g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). (h) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. (i) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s or the Parent’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Closing Date.and