Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the initial purchasers listed in Schedule I hereto (collectively, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (each a “Note” and, collectively, the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 11, 2014, by and among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Time of Sale Document.”

Issuance of Notes. Subject to the terms and conditions herein contained, the Company 1.1. Holdco 3 proposes to issue and sell to the initial purchasers listed in Schedule I hereto (collectively, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), Senior Notes Purchasers $200,000,000 in 105,000,000 aggregate principal amount of 8.87511.00% Senior Notes due 2021 2010 (each a “Note” andthe "SENIOR NOTES"). SFC proposes to issue and sell to the Convertible Notes Purchasers $75,000,000 aggregate principal amount of 10.25% Convertible Senior Subordinated Notes due 2010 (the "CONVERTIBLE NOTES", collectivelytogether with the Senior Notes, the “Notes”"NOTES"). The Senior Notes will be issued pursuant to an indenture (as amended, restated, supplemented and otherwise modified from time to time, the “Indenture”"SENIOR NOTES INDENTURE"), to be dated as of February March 11, 20142005, by and among Holdco 3, SFC, in its capacity as a guarantor thereunder (the "SENIOR NOTES GUARANTOR"), and certain other subsidiaries of Holdco 3 from time to time required to be guarantors thereunder, and The Bank of New York Trust Company, the Guarantors party thereto and U.S. Bank National AssociationN.A., a national banking association, as indenture trustee (the “Trustee”"TRUSTEE"). Capitalized The Convertible Notes will be issued pursuant to an indenture (as amended, restated, supplemented and otherwise modified from time to time, the "CONVERTIBLE NOTES INDENTURE", together with the Senior Notes Indenture, the "INDENTURES"), to be dated as of March 11, 2005, by and among SFC, Holdco 3, in its capacity as a guarantor thereunder (the "CONVERTIBLE NOTES GUARANTOR", together with Senior Notes Guarantor, "GUARANTORS"), and certain other subsidiaries of Holdco 3 from time to time required to be guarantors thereunder, and Trustee. Pursuant to the terms used, but not defined herein, shall have the meanings set forth in the “Description Senior Notes Indenture, Senior Notes Guarantor will unconditionally guarantee on a senior unsecured basis the obligations under the Senior Notes and obligations under the Senior Notes Indenture (collectively, the "SENIOR NOTES GUARANTY"). Pursuant to the terms set forth in the Convertible Notes Indenture, Convertible Notes Guarantor will unconditionally guarantee on a senior subordinated unsecured basis the obligations under the Convertible Notes and obligations under the Convertible Notes Indenture (collectively, the "CONVERTIBLE NOTES GUARANTY", together with the Senior Notes Guaranty, the "GUARANTY"). 1.2. The Convertible Notes are convertible into shares of common stock, par value $0.01 per share, of SFC (the "COMMON STOCK") in accordance with the terms of the Notes” section Convertible Notes and the Convertible Notes Indenture, at the conversion price specified in the Convertible Notes Indenture. 1.3. The Senior Notes have the benefit of a registration rights agreement (as amended, restated, supplemented and otherwise modified from time to time, the "SENIOR NOTES REGISTRATION RIGHTS AGREEMENT"), to be dated as of the Final Offering Memorandum date hereof, among Holdco 3 and the Senior Notes Purchasers, pursuant to which Holdco 3 has agreed to file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth therein a registration statement under the Securities Act of 1933, as amended (the "ACT") relating to a separate series of the Holdco 3's 11.00% Senior Notes due 2010 (the "SENIOR EXCHANGE NOTES") to be offered in exchange for the Senior Notes. The Convertible Notes have the benefit of a registration rights agreement (as hereinafter definedamended, restated, supplemented and otherwise modified from time to time, the "CONVERTIBLE NOTES REGISTRATION RIGHTS AGREEMENT"), to be dated as of the date hereof, among SFC, Convertible Notes Guarantor and the Convertible Notes Purchasers, pursuant to which SFC and Convertible Notes Guarantor have agreed to file with the Commission under the circumstances set forth therein a registration statement under the Act relating to the resale of Convertible Notes and the shares of Common Stock to be issued upon the conversion of the Convertible Notes. 1.4. The issuance of the Notes on the terms set forth herein shall be defined as the "OFFERING". 1.5. The Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). 1.6. Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends described in the applicable Indenture. 1.7. For the purposes of this Purchase Agreement, dated March 11, 2005, among Issuers, Guarantors and Purchasers (as amended, restated, supplemented and otherwise modified from time to time, this "AGREEMENT") capitalized terms are used as defined in Annex I attached hereto, and if not set forth therein, shall have the meanings ascribed to them in the final offering memorandum, dated Senior Notes Indenture (provided that the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule II, which includes pricing terms use of "Default" and other information with respect to the Notes (the “Pricing Supplement”), "Event of Default" herein shall mean all "Defaults" and (iii) the Final Offering Memorandum, "Events of Default" in each case, relating to the offer and sale of the Notes (the “Offering”Indenture). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Time of Sale Document.”

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes The Primary Issuers propose to issue and sell to the initial purchasers listed in Schedule I hereto UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated and Fleet Securities, Inc. (collectively, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), ) $200,000,000 in aggregate principal amount of 8.8758.5% Senior Subordinated Notes due 2021 2011 (each a “Note” and, collectively, the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as of February 11, 2014defined herein), by and among the CompanyPrimary Issuers, the Guarantors party thereto and U.S. Bank National AssociationJPMorgan Chase Bank, as trustee (the “Trustee”). The Primary Issuers’ obligations under the Original Notes will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by the guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, collectively with the Primary Issuers, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined)Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). The Issuers have prepared a preliminary offering memorandum, dated July 18, 2003 (the “Preliminary Offering Memorandum”), and a final offering memorandum dated as of the date hereof (the “Offering Memorandum”) relating to the Primary Issuers, the Guarantors and the Original Notes. The Initial Purchasers have advised the Primary Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBs”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon original issuance thereof, of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legends legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the final offering memorandum, dated the date hereof registration rights agreement (the “Final Registration Rights Agreement”) to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and the Primary Issuers conforming to the description thereof in the Offering Memorandum”, for so long as such Original Notes constitute “Registrable Notes” (as defined in the Registration Rights Agreement). The Company has prepared a preliminary offering memorandumPursuant to the Registration Rights Agreement, dated February 3, 2014 the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Preliminary Offering MemorandumCommission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes,” which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registra­tion Statements”) relating to the resale by certain holders of the Original Notes, and (ii) to use their commercially reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Notes, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Original Notes are being offered and sold by the Primary Issuers in part to (i) repay the $135.0 million principal amount outstanding of the Company’s 11.25% Senior Subordinated Notes due 2006 (the “2006 Notes”), (ii) a pricing term sheetreduce borrowings under the Company’s revolving credit facility ((i) and (ii) together, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing SupplementDebt Repayment”), and (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwisefinance acquisitions, (iiv) all amendments or supplements thereto prepared or approved in writing by provide for the Company, (ii) all documents, financial statements and schedules ’s ongoing working capital needs and other information contained, incorporated by reference or deemed incorporated by reference therein general corporate purposes (including the payment of dividends and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference thereinstock repurchases) and (iiiv) any pay related transaction fees and expenses. The offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Original Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement Debt Repayment are collectively referred to as the “Transactions.” The Note Documents are sometimes referred to herein as the “Time of Sale DocumentTransaction Documents.”

Issuance of Notes. Subject to the terms and conditions herein contained, the The Company proposes to issue and sell to UBS Securities LLC (the “Representative”) and the other initial purchasers listed in on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $100,000,000 aggregate principal amount of 9.875% Senior Notes due 2017 (the “Offered Notes”). The Company’s obligations under the Offered Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Initial Purchasers”)Guarantors,” and, for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacitytogether with the Company, the “Representative”), $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (each a “Note” and, collectively, the “NotesIssuers”). The Offered Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated as of February 11June 10, 20142009, by and among between the Company, the Guarantors party thereto Issuers and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in as amended (the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter definedIndenture”). The Issuers have previously issued an aggregate of $200,000,000 of 9.875% Senior Notes due 2017 under the Indenture (the “Existing Notes”) and the Guarantors unconditionally guaranteed the Existing Notes. The Offered Notes are an additional issuance of the Issuer’s existing 9.875% Senior Notes due 2017 and will be treated as a single class with the Existing Notes issued on June 10, 2009, (the “Original Issue Date”), pursuant to the Indenture. The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final The Issuers have prepared a preliminary offering memorandum, dated as of October 21, 2009 (the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandumUnless stated to the contrary, dated February 3any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, 2014 as amended (the “Preliminary Offering MemorandumExchange Act”), (ii) a pricing term sheet, dated prior to the date hereofhereof and incorporated by reference therein, attached hereto as Schedule IIand any references herein to the terms “amend”, which includes pricing terms and other information “amendment” or “supplement” with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the offer and sale of the Notes (the “Offering”)date hereof that is incorporated by reference therein. All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being which is “contained,” “included” or “stated” (and or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum, the Time of Sale Document ) or the Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information contained, which are incorporated by reference in the Pricing Disclosure Package or deemed incorporated Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Offered Notes, the “Notes”), guaranteed by reference thereinthe guarantors under the Indenture, to be offered in exchange for the Offered Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture (except for the provisions relating to the transfer restrictions and payment of Special Interest (as defined in the Registration Rights Agreement)) no later than 400 days after the Original Issue Date. Notwithstanding the foregoing, the Registration Rights Agreement will provide that the Issuers will not be required to consummate the Exchange Offer with respect to any Offered Notes that are freely tradable under Rule 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the Issuers have afforded the opportunity to the holders of such Offered Notes to have the restrictive legend on such Offered Notes removed, (ii) the unrestricted Offered Notes would no longer bear a restricted CUSIP number and (iii) any offering memorandum “wrapper” the unrestricted Offered Notes bear the same unrestricted CUSIP as the unrestricted Existing Notes. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers we will be used in connection with offers required to sell, solicitations of offers pay Special Interest to buy or sales the holders of the Offered Notes in non-U.S. jurisdictionsunder certain circumstances. The Preliminary Offering Memorandum This Agreement, the Notes, the Guarantees, the Indenture, and the Pricing Supplement Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Time Note Documents.” The issuance and sale of Sale Documentthe Securities is referred to as the “Offering.”

Issuance of Notes. Subject to the terms and conditions herein contained, the The Company proposes to issue and sell to UBS Securities LLC (the initial purchasers “Initial Purchaser”) $500,000,000 aggregate principal amount of 5.25% Senior Notes due 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by the Guarantors listed in on Schedule I hereto (collectively, the “Initial Purchasers”)Guarantors” and, for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacitytogether with the Company, the “Representative”), $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (each a “Note” and, collectively, the “NotesIssuers”). The Original Notes and the Guarantees related thereto are referred to collectively herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as of February 11, 2014defined herein), by and among the CompanyIssuers, the Guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of Indenture or the Notes” section of the Final Offering Memorandum (as hereinafter defineddefined herein). The Notes Securities will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). The Issuers have prepared a preliminary offering memorandum, dated March 5, 2014 (the “Preliminary Offering Memorandum”) and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as it deems practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers” (“QIBS”) as defined in Rule 144A under the Act (“Rule 144A”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”); the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon original issuance thereof, of the Securities and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes Securities shall bear the legends relating thereto set forth under “Transfer Restrictions.” Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the final offering memorandum, dated the date hereof registration rights agreement (the “Final Offering MemorandumRegistration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) the “Exchange Notes” and, together with the Original Notes, the “Notes,”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Securities are being offered and sold by the Issuers in connection with a tender offer (the “Tender Offer”) by the Company for all of its existing $300,000,000 8.625% Senior Notes due 2018 (the “Existing Notes”). The Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the offer issuance and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively Securities is referred to herein as the “Time of Sale DocumentTransaction.”

Issuance of Notes. Subject to the terms and conditions herein contained, the The Company proposes to issue and sell to the initial purchasers listed in Schedule I hereto UBS Securities LLC (collectively, the “Initial PurchasersPurchaser”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), ) $200,000,000 in aggregate principal amount of 8.8757.125% Senior Notes due 2021 2013 (each a “Note” and, collectively, the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as of February 11, 2014defined herein), by and among the Company, the Guarantors party thereto and U.S. The Bank National Associationof New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). The Company’s obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by the Guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, collectively with the Company, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of Indenture or the Notes” section of the Final Offering Memorandum (as hereinafter defineddefined herein). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). The Issuers have prepared a preliminary offering memorandum, dated March 30, 2006 (the “Preliminary Offering Memorandum”), a supplement thereto dated April 5, 2006 (the “Initial Supplement”), and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum, the Initial Supplement and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBS”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon original issuance thereof, of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legends legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the benefit of the registration rights set forth in the final offering memorandum, dated the date hereof registration rights agreement (the “Final Offering MemorandumRegistration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) the “Exchange Notes” and, together with the Original Notes, the “Notes,” which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Original Notes, (ii) use their reasonable best efforts to cause such Registration Statements to be declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Original Notes are being offered and sold by the Issuers in connection with a tender offer by the Company for all of its existing $200,000,000 93/8 % Senior Notes due 2009 (the “Tender Offer”). In addition, contemporaneously with the offering and sale of the Original Notes, the Company is participating in a public offering of its non-voting common stock, $0.10 par value (the “Equity Offering”). The Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the offer issuance and sale of the Original Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively is referred to herein as the “Time of Sale DocumentTransaction.”

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes The Issuers propose to issue and sell to UBS Securities LLC (the initial purchasers listed in Schedule I hereto (collectively, the “"Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), Purchaser") $200,000,000 in 275,000,000 aggregate principal amount of 8.875their 91/2% Senior Notes due 2021 2011 (each a “Note” and, collectively, the “"Original Notes”"). The Original Notes will be issued pursuant to an indenture (the “"Indenture”"), to be dated the Closing Date (as of February 11, 2014defined herein), by and among the Company, the Guarantors party thereto Issuers and U.S. The Bank National Associationof New York, as trustee (the “"Trustee”"). Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defineddefined herein). The Original Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amendedamended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated February 20, 2004 (the "Preliminary Offering Memorandum"), and a final offering memorandum dated and available for distribution on the rules date hereof (the "Offering Memorandum") relating to the Issuers and regulations the Original Notes. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as it deems practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believes to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legends legend relating thereto substantially in the form set forth under "Notice to Investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the final offering memorandumregistration rights agreement, to be dated the date hereof Closing Date, substantially in the form attached hereto as Annex A (the “Final Offering Memorandum”"Registration Rights Agreement"). The Company has prepared a preliminary offering memorandumPursuant to the Registration Rights Agreement, dated February 3, 2014 the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Preliminary Offering Memorandum”)"Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) as the "Exchange Notes" and, the Exchange Notes are referred to herein, together with the Original Notes, as the "Notes") to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) to use its reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Notes, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." As described in the Offering Memorandum under the caption "The recapitalization of Holdings and related transactions," the net proceeds of the offering of the Notes, together available cash, will be used as a pricing term sheetpart of a recapitalization of the Company, dated pursuant to which the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes Company will redeem all of its outstanding 12% Series A Convertible Preferred Shares (the “Pricing Supplement”"Holdings Preferred Stock") and pay accrued and unpaid dividends thereon, purchase the Company's outstanding 15.5% Senior Notes due 2011 (the "Holdings Senior Notes") at a negotiated price, repay a portion of Herbalife's senior credit facilities (the "Herbalife Senior Credit Facilities"), and (iii) the Final Offering Memorandum, in each case, relating to the offer pay related fees and expenses. The issuance and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering MemorandumOriginal Notes, the Time redemption of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering MemorandumHoldings Preferred Stock, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales purchase of the Holdings Senior Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement prepayment of a portion of the Herbalife Senior Credit Facilities and the payment of related fees and expenses are collectively referred to herein as the “Time of Sale Document"Transactions.”"

Issuance of Notes. Subject The Company proposes to issue and sell to UBS Securities LLC (the terms and conditions herein contained“Initial Purchaser”) $297,000,000 aggregate principal amount of 8.625% Senior Notes due 2018 (the “Original Notes”). Concurrently, the Company proposes to issue and sell to certain accredited investors $3,000,000 aggregate principal amount of the initial purchasers Senior Notes due 2018 (the “Regulation D Notes”), such offer and sale of Regulation D Notes referred to herein as the “Regulation D Private Placement.” The Company’s obligations under the Original Notes, the Regulation D Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by the Guarantors listed in on Schedule I hereto (collectively, the “Initial Purchasers”)Guarantors” and, for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacitytogether with the Company, the “Representative”), $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (each a “Note” and, collectively, the “NotesIssuers”). The Original Notes and the Guarantees related thereto are referred to herein as the “Offered Securities.” The Offered Securities, the Regulation D Notes and the related Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as of February 11, 2014defined herein), by and among the Issuers, and The Bank of New York Mellon Trust Company, the Guarantors party thereto and U.S. Bank National AssociationN.A., a national banking association, as trustee (the “Trustee”). Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of Indenture or the Notes” section of the Final Offering Memorandum (as hereinafter defineddefined herein). The Notes Offered Securities will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). The Issuers have prepared a preliminary offering memorandum, dated September 14, 2010 (the “Preliminary Offering Memorandum”) and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as it deems practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Offered Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers” (“QIBS”) as defined in Rule 144A under the Act (“Rule 144A”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”); the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon original issuance thereof, of the Securities and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Offered Securities shall bear the legends relating thereto set forth under “Transfer Restrictions” and the Regulation D Notes shall bear the legends relating thereto set forth under “Private Placement” in the Offering Memorandum. Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the final offering memorandum, dated the date hereof registration rights agreement (the “Final Offering MemorandumRegistration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) the “Exchange Notes” and, together with the Original Notes and the Regulation D Notes, the “Notes,”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes, the Regulation D Notes (if applicable) and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Original Notes, the Regulation D Notes and the Guarantees thereof, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement and, if applicable, the Shelf Registration Statement to be declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Securities are being offered and sold by the Issuers in connection with a tender offer by the Company for all of its existing $200,000,000 7.125% Senior Notes due 2013 (the “Tender Offer”). The Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating to the offer issuance and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively Securities is referred to herein as the “Time of Sale DocumentTransaction.”

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes The Issuers propose to issue and sell to UBS Securities LLC (the “Representative”) and the other initial purchasers listed in on Schedule I hereto (collectivelytogether with the Representative, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), ) $200,000,000 150,000,000 in aggregate principal amount of 8.8758.25% Senior Notes due 2021 2018 (each a “Note” and, collectively, the “Original Notes”). The Issuers’ obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Original Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 11, 2014, the Closing Date (as defined herein) by and among the CompanyIssuers, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final The Issuers have prepared a preliminary offering memorandum, dated as of March 3, 2010 (the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandumUnless stated to the contrary, dated February 3any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, 2014 as amended (the “Preliminary Offering MemorandumExchange Act”), (ii) a pricing term sheet, dated prior to the date hereofhereof and incorporated by reference therein, attached hereto as Schedule IIand any references herein to the terms “amend”, which includes pricing terms and other information “amendment” or “supplement” with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the offer and sale of the Notes (the “Offering”)date hereof that is incorporated by reference therein. All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being which is “contained,” “included” or “stated” (and or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum, the Time of Sale Document ) or the Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information contained, which are incorporated by reference in the Pricing Disclosure Package or deemed incorporated by reference thereinFinal Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (iiiii), the “Eligible Purchasers”). Holders (including subsequent transferees) any offering memorandum of the Securities will have the registration rights under the registration rights agreement (the “wrapper” Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be used dated the Closing Date. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in connection the Registration Rights Agreement), the “Exchange Notes” and, together with offers the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to sell, solicitations be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture (except for the provisions relating to the transfer restrictions and payment of offers to buy or sales Special Interest (as defined in the Registration Rights Agreement)) no later than 400 days after the date of the initial issuance of the Original Notes. Notwithstanding the foregoing, the Registration Rights Agreement will provide that the Issuers and Guarantors will not be required to consummate the Exchange Offer with respect to any Original Notes that are freely tradable under Rule 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the Issuers have afforded the opportunity to the holders of such Original Notes to have the restrictive legend on such Original Notes removed and (ii) the unrestricted Original Notes would no longer bear a restricted CUSIP number. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or if the Issuers fail to accomplish the items described in non-U.S. jurisdictionsclauses (i) and (ii) above, the Issuers will be required to pay Special Interest (as defined in the Registration Rights Agreement) to the holders of the Original Notes under certain circumstances. The Preliminary Offering Memorandum This Agreement, the Notes, the Guarantees, the Indenture and the Pricing Supplement Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Time Note Documents.” The issuance and sale of Sale Documentthe Securities is referred to as the “Offering.”

Issuance of Notes. Subject to the terms and conditions herein contained, the The Company proposes to issue and sell to the initial purchasers listed in Schedule I hereto Deutsche Bank Securities Inc., Credit Suisse Securities (collectivelyUSA) LLC, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative , Sachs & Co., UBS Securities LLC, and Capital One Securities, Inc. (in such a capacitythe “Representatives”) and the other entities listed on Schedule I hereto (together with the Representatives, the “RepresentativeInitial Purchasers”), ) $200,000,000 in 300,000,000 aggregate principal amount of 8.8756.750% Senior Notes due 2021 2022 (each a “Note” and, collectively, the “Notes”). The Company’s obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Notes and the Guarantees are referred to herein as the “Securities.” The Notes and Guarantees will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as of February 11, 2014defined herein), by and among between the Company, the Guarantors party thereto Issuers and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final The Issuers have prepared a preliminary offering memorandum, dated as of March 12, 2014 (together with the documents incorporated by reference therein, the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof and attached as Exhibit B hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (together with the documents incorporated by reference therein, the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandumUnless stated to the contrary, dated February 3any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, 2014 as amended (the “Preliminary Offering MemorandumExchange Act”), (ii) a pricing term sheet, dated prior to the date hereofhereof and incorporated by reference therein, attached hereto as Schedule II, which includes pricing and any references herein to the terms and other information “amend,” “amendment” or “supplement” with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the offer and sale of the Notes (the “Offering”)date hereof that is incorporated by reference therein. All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being which is “contained,” “included” or “stated” (and or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum, the Time of Sale Document ) or the Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information contained, which are incorporated by reference in the Pricing Disclosure Package or deemed incorporated by reference thereinFinal Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (iii) any offering memorandum ii), the “wrapper” to be used in connection with offers to sellEligible Purchasers”). This Agreement, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum Notes, the Guarantees and the Pricing Supplement Indenture are collectively hereinafter sometimes referred to herein collectively as the “Time Note Documents.” The issuance and sale of Sale Documentthe Securities is referred to as the “Offering.”

Issuance of Notes. Subject to the terms and conditions herein contained, the Company The Issuer proposes to issue and sell to the initial purchasers listed in Schedule I hereto SBC Warburg Dillon Read Inc. and ABN AMRO Incorporated (collectivelytogether, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), "INITIAL PURCHASERS") an aggregate of $200,000,000 in aggregate 220,000,000 principal amount of 8.8759 3/8% Senior Subordinated Notes due 2021 2008 (each a “Note” and, collectively, the “Notes”"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the “Indenture”"NOTES INDENTURE"), to be dated the Closing Date (as of February 11, 2014defined below), by and among the CompanyIssuer, the Guarantors party thereto and U.S. The Bank National Associationof New York, as trustee (the “Trustee”"TRUSTEE"). The Issuer's obligations under the Original Notes will be succeeded to, upon the merger, by the Company and will be unconditionally guaranteed (the "GUARANTEES") on an unsecured senior subordinated basis by Parent and the Subsidiary Guarantors (collectively, the "Guarantors"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of Notes Indenture or the Notes” section of the Final Offering Memorandum (as hereinafter defineddefined below). The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amendedamended (the "ACT"). The Issuer has prepared a preliminary offering memorandum dated February 4, 1998 (the "PRELIMINARY OFFERING MEMORANDUM") and a final offering memorandum dated February 20, 1998 (the "OFFERING MEMORANDUM") relating to the Issuer, the Company, the Guarantors and the Original Notes. The Initial Purchasers have advised the Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Notes Purchase Agreement has been executed and delivered, to resell (the "EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under this Notes Purchase Agreement (this "AGREEMENT") in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBS"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the rules United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and regulations (ii) are sometimes collectively referred to herein as the "ELIGIBLE PURCHASERS." Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date in form and substance satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer will agree to (i) file with the Securities and Exchange Commission (the “SEC”"COMMISSION") thereunder under the circumstances set forth in the Registration Rights Agreement, (collectivelya) a registration statement under the Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (the "NEW NOTES" and, together with the Original Notes, the “Securities Act”)"NOTES," which term includes the Guarantees related thereto) to be offered in exchange for the Original Notes (the "EXCHANGE OFFER") and issued under the Notes Indenture or an indenture substantially identical to the Notes Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the "REGISTRATION STATEMENTS") relating to the resale by certain holders of the Original Notes, and (ii) to cause such Registration Statements to be declared effective. This Agreement, the Notes, the Notes Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "OPERATIVE DOCUMENTS." Upon original issuance thereof, of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legends legend relating thereto set forth under "Transfer Restrictions" in the final Offering Memorandum. Concurrently with the offering memorandumof Notes hereby, dated the date hereof Parent is offering (the “Final "PREFERRED STOCK OFFERING") approximately $80.0 million of gross proceeds of 11 3/4% Cumulative Redeemable Exchangeable Preferred Stock (the "PREFERRED STOCK"). In connection with the Acquisition (as defined below) and the offering of the Original Notes hereby, the Issuer, the Company and the Guarantors will enter into a Credit Agreement (the "CREDIT AGREEMENT") with ABN AMRO Bank N.V., as Agent, and the other agents and lenders party thereto. The net proceeds from the sale of the Original Notes and from the Preferred Stock Offering and borrowings under the New Credit Agreement will be used as described under "The Acquisition and Use of Proceeds" in the Offering Memorandum”). The , including, but not exclusively, (i) to pay the Merger Consideration in connection with the merger of the Issuer into the Company has prepared a preliminary offering memorandum, dated February 3, 2014 (the “Preliminary Offering Memorandum”)"ACQUISITION") pursuant to a Merger Agreement (the "MERGER AGREEMENT") dated as of December 23, 1997 by and among the Issuer, Parent, the Company and the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust (the "TRUST") and (ii) a pricing term sheet, dated to repay the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to total amount outstanding under the Notes (the “Pricing Supplement”), 10% Debentures and (iii) to redeem 660,000 shares of Common Stock from the Final Offering Memorandum, in each case, relating to the offer and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Time of Sale DocumentTrust.”

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes The Issuers propose to issue and sell to Citigroup Global Markets Inc., (the “Representative”) and the other initial purchasers listed in on Schedule I hereto (collectivelytogether with the Representative, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “Representative”), ) $200,000,000 400,000,000 in aggregate principal amount of 8.8756.000% Senior Notes due 2021 2024 (each a “Note” and, collectively, the “Notes”). The Issuers’ obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 11, 2014, the Closing Date (as defined herein) by and among the CompanyIssuers, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final The Issuers have prepared a preliminary offering memorandum, dated as of July 12, 2016 (the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandumUnless stated to the contrary, dated February 3any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, 2014 as amended (the “Preliminary Offering MemorandumExchange Act”), (ii) a pricing term sheet, dated prior to the date hereofhereof and incorporated by reference therein, attached hereto as Schedule IIand any references herein to the terms “amend”, which includes pricing terms and other information “amendment” or “supplement” with respect to the Notes (the “Pricing Supplement”), and (iii) the Final Offering Memorandum, in each case, relating Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the offer and sale of the Notes (the “Offering”)date hereof that is incorporated by reference therein. All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being which is “contained,” “included” or “stated” (and or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum, the Time of Sale Document ) or the Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information contained, which are incorporated by reference in the Pricing Disclosure Package or deemed incorporated by reference thereinFinal Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (iii) any offering memorandum ii), the “wrapper” to be used in connection with offers to sellEligible Purchasers”). This Agreement, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement Indenture are collectively hereinafter sometimes referred to herein collectively as the “Time Note Documents.” The issuance and sale of Sale Documentthe Securities is referred to as the “Offering.”” For the avoidance of doubt, references in this Agreement to the “Subsidiaries” (as defined below) shall be deemed to include Finance Corp. and the Guarantors.

Issuance of Notes. Subject to the terms and conditions herein contained, the The Company proposes to issue and sell to UBS Securities LLC (the initial purchasers “Representative”) and Banc of America Securities LLC, L▇▇▇▇▇ Brothers, Inc., Credit Suisse Securities (USA) LLC and G▇▇▇▇▇▇, Sachs & Co. (together with the Representative, the “Initial Purchasers”) $225,000,000 aggregate principal amount of 7.125% Senior Notes due 2016 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed in Schedule I on the signature pages hereto (collectively, the “Initial Purchasers”)Guarantors,” and, for whom J▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacitytogether with the Company, the “Representative”), $200,000,000 in aggregate principal amount of 8.875% Senior Notes due 2021 (each a “Note” and, collectively, the “NotesIssuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as of February 11, 2014defined herein), by and among between the Issuers and The Bank of New York Trust Company, the Guarantors party thereto and U.S. Bank National Association, as trustee (the “"Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission amended (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final The Issuers have prepared a preliminary offering memorandum, dated as of March 29, 2006, the "Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the "Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). The Company Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has prepared a preliminary offering memorandumbeen executed and delivered, dated February 3, 2014 to resell (the “Preliminary Offering MemorandumExempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). (a) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange Notes” and, together with the Original Notes, the “Notes”), guaranteed by the guarantors under the Indenture, to be offered in exchange for the Original Notes and the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” relating to the resale by certain holders of the Original Notes and the Guarantees thereof, (ii) a pricing term sheetto use its reasonable best efforts to cause the Exchange Offer Registration Statement and, dated if applicable, the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect Shelf Registration Statement to the Notes (the “Pricing Supplement”), be declared effective and (iii) to consummate the Final Offering MemorandumExchange Offer, all within the time periods specified in each case, relating to the offer and sale of the Notes (the “Offering”)Registration Rights Agreement. All references in this Agreement to the Preliminary Offering MemorandumThis Agreement, the Time of Sale Document (as defined herein) or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering MemorandumNotes, the Time of Sale Document or Guarantees, the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum Indenture and the Pricing Supplement Registration Rights Agreement are collectively hereinafter sometimes referred to herein collectively as the “Time of Sale DocumentNote Documents.”

Issuance of Notes. Subject to the terms and conditions herein contained, the The Company proposes to issue and sell ----------------- to the initial purchasers listed in Schedule I hereto (collectivelyUBS Warburg LLC, the “Initial Purchasers”), for whom J▇▇▇Deutsche Banc Alex. ▇▇▇▇▇ LLC is acting as representative Inc. and First Union Securities, Inc. (in such a capacity, the “Representative”), "Initial Purchasers") $200,000,000 in 175,000,000 aggregate principal amount of 8.8759 5/8% Senior Subordinated Notes due 2021 2012 (each a “Note” and, collectively, the “"Original Notes”"). The Original Notes will be issued pursuant to an indenture (the “"Indenture”"), to be dated the Closing Date (as of February 11, 2014defined herein), by and among the Company, the Guarantors party thereto and U.S. Bank National Association▇▇ ▇▇▇▇▇▇ Chase Bank, as trustee (the “"Trustee”"). The Company's obligations under the Original Notes will be unconditionally guaranteed (the "Guarantees") on an unsecured senior subordinated basis by the guarantors listed on Schedule I ---------- hereto (collectively, the "Guarantors" and, collectively with the Company, the "Issuers"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used, used but not otherwise defined herein, herein shall have the meanings set forth given to such terms in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined)Indenture. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of under the Securities Act of 1933, as amendedamended (the "Act"). The Issuers have prepared a preliminary offering memorandum, dated January 9, 2002 (together with any amendments or supplements thereto, the "Preliminary Offering Memorandum"), and a final offering memorandum dated and available for distribution on the rules date hereof (together with any amendments or supplements thereto, the "Offering Memorandum") relating to the Company, the Guarantors and regulations the Original Notes. The Initial Purchasers have advised the Company that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "Agreement") has been executed and delivered, to resell (the "Exempt Resales") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "Eligible Purchasers." Upon issuance of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, Original Notes and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Original Notes shall bear the legends legend relating thereto set forth under "Notice to Investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the final offering memorandum, registration rights agreement (the "Registration Rights Agreement") to be dated the date hereof Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Final Offering Memorandum”). The Company has prepared "Commission") under the circumstances set forth in the Registration Rights Agreement, (a) a preliminary offering memorandum, dated February 3, 2014 registration statement under the Act (the “Preliminary Offering Memorandum”"Exchange Offer Registration Statement") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), the "Exchange Notes" and, together with the Original Notes, the "Notes," which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the "Exchange Offer") and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Original Notes, and (ii) to use their commercially reasonable best efforts to cause such Registration Statements to be declared effective. This Agreement, the Notes, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the "Note Documents." The Original Notes are being offered and sold by the Company in part combined with the financings under the Credit Facilities (defined below) to (i) refinance the Company's existing $175.0 million senior credit facility (the "Debt Refinancing"), (ii) a pricing term sheetterminate and repay in full the Company's existing lease financing facility, dated the date hereof, attached hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”), and (iii) repay in full the Final Offering MemorandumCompany's existing $100.0 million Senior Notes due 2006, in each case(iv) provide for the Company's ongoing working capital needs and other general corporate purposes and (v) pay related transaction fees and expenses. In addition, relating to the offer Company will enter into a Credit Agreement (the "Credit Agreement") and sale an Amended and Restated Participa- tion Agreement (collectively, the "Credit Facilities") with First Union Securities, Inc. as agent, and certain lenders thereto whereby the Company will have no less than a $87.981968 million senior credit facility and a $72.018032 million master operating lease available. The offering of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering MemorandumOriginal Notes, the Time Debt Refinancing and the entering into of Sale Document the Credit Facilities on the Closing Date (as defined hereinbelow) or are collectively referred to as the Final Offering Memorandum include"Transactions." The Note Documents, unless expressly stated otherwise, the Credit Facilities and the Credit Documents (i) all amendments or supplements thereto prepared or approved in writing by the Company, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) as defined in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference thereinCredit Agreement) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Time of Sale Document"Transaction Documents.”"

Issuance of Notes. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the initial purchasers listed in Schedule I hereto (collectively, the “Initial Purchasers”), for whom J▇▇▇▇▇▇▇▇▇ LLC is acting as representative (in such a capacity, the “RepresentativeInitial Purchaser”), ) $200,000,000 500,000,000 in aggregate principal amount of 8.8756.875% Senior Secured Notes due 2021 2020 (each a “Note” and, collectively, the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of February 11March 13, 20142015, by and among the Company, the Guarantors party thereto and U.S. The Bank National Associationof New York Mellon, as trustee (the “Trustee”). Capitalized terms used, but not defined herein, shall have the meanings set forth in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined). The Notes will be offered and sold to the Initial Purchasers Purchaser pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Company has prepared a preliminary offering memorandum, dated February 3March 2, 2014 2015 (the “Preliminary Offering Memorandum”), (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule III, which includes pricing terms and other information with respect to the Notes (the “Pricing Supplement”)) and will be used by the Initial Purchaser in connection with its solicitations of offers to purchase the Notes, and (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Notes (the “Offering”). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document (as defined herein) or ), the Final Offering Memorandum or Company Additional Written Communication (as defined herein) include, unless expressly stated otherwise, (i) all amendments or supplements thereto prepared or approved in writing by the Companythereto, (ii) all documents, financial statements and schedules and other information contained, incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or Document, the Final Offering Memorandum or Company Additional Written Communication shall be deemed to mean all such information contained, incorporated by reference or deemed incorporated by reference therein) and (iii) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are collectively referred to herein as the “Time of Sale Document.”