Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “Initial Purchaser”) $200,000,000 aggregate principal amount of 7.125% Senior Notes due 2013 (the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and The Bank of 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “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 issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the 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 registration rights agreement (the “Registration 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 issuance and sale of the Original Notes is referred to as the “Transaction.”

Issuance of Notes. The Company proposes Primary Issuers propose to issue and sell to UBS Securities LLC LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated and Fleet Securities, Inc. (collectively, the “Initial PurchaserPurchasers”) $200,000,000 aggregate principal amount of 7.1258.5% Senior Subordinated Notes due 2013 2011 (the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the CompanyPrimary Issuers, the Guarantors and The Bank of New York Trust Company, N.A., a national banking associationJPMorgan Chase Bank, as trustee (the “Trustee”). The Company’s Primary Issuers’ obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on a an unsecured senior unsecured basis by the Guarantors guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, collectively with the CompanyPrimary Issuers, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein)Indenture. The Original Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated March 30July 18, 2006 2003 (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 as of the date hereof (the “Offering Memorandum”). Unless stated ) relating to the contraryPrimary Issuers, any references herein to the terms “Pricing Disclosure Package” Guarantors 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 beOriginal Notes. The Initial Purchaser has Purchasers have advised the Primary Issuers that the Initial Purchaser intendsPurchasers 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 Purchaser Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBSQIBs”), 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 Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the 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 registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date, substantially Date in form and substance reasonably satisfactory to the Initial Purchasers and the Primary Issuers conforming to the description thereof in the form attached hereto Offering Memorandum, for so long as Exhibit A. such Original Notes constitute “Registrable Notes” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, to (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 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 and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreementeffective. 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 Primary Issuers in connection with a tender offer by part to (i) repay the Company for all $135.0 million principal amount outstanding of its existing $200,000,000 93/8 the Company’s 11.25% Senior Subordinated Notes due 2009 2006 (the “Tender Offer2006 Notes”). In addition, contemporaneously with (ii) reduce borrowings under the offering Company’s revolving credit facility ((i) and sale of the Original Notes(ii) together, the Company is participating in a public offering of its non-voting common stock, $0.10 par value (the “Equity OfferingDebt Repayment”), (iii) finance acquisitions, (iv) provide for the Company’s ongoing working capital needs and other general corporate purposes (including the payment of dividends and stock repurchases) and (v) pay related transaction fees and expenses. The issuance and sale offering of the Original Notes is and the Debt Repayment are collectively referred to as the “TransactionTransactions.” The Note Documents are sometimes referred to herein as the “Transaction Documents.”

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “Initial Purchaser”) $200,000,000 500,000,000 aggregate principal amount of 7.1255.25% Senior Notes due 2013 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 on Schedule I hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”). 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 defined herein), by and among the CompanyIssuers, the Guarantors and The U.S. Bank of New York Trust Company, N.A.National Association, 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes Securities will be offered and sold to the Initial Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated March 305, 2006 2014 (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 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 they deem it deems 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 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 (“QIBSRule 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 ActAct (“Regulation S”); the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes Securities and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes Securities shall bear the legend legends relating thereto set forth under “Notice to InvestorsTransfer Restrictions.” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes Securities will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration 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 ”), guaranteed by the guarantees related thereto) 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 NotesNotes and the Guarantees thereof, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statements 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 Original Notes 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 $200,000,000 93/8 300,000,000 8.625% Senior Notes due 2009 2018 (the “Tender Offer”). In addition, contemporaneously with the offering and sale of the Original Existing Notes, the Company is participating in a public offering of its non-voting common stock, $0.10 par value (the “Equity Offering”). The issuance and sale of the Original Notes Securities is referred to as the “Transaction.”

Issuance of Notes. The Company proposes to issue and sell ----------------- to UBS Securities LLC Warburg LLC, Deutsche Banc Alex. ▇▇▇▇▇ Inc. and First Union Securities, Inc. (the “"Initial Purchaser”Purchasers") $200,000,000 175,000,000 aggregate principal amount of 7.1259 5/8% Senior Subordinated Notes due 2013 2012 (the “"Original Notes”"). The Original Notes will be issued pursuant to an indenture (the “"Indenture”"), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and The Bank of New York Trust Company, N.A., a national banking association▇▇ ▇▇▇▇▇▇ Chase Bank, as trustee (the “"Trustee”"). The Company’s 's obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “"Guarantees”") on a an unsecured senior unsecured subordinated basis by the Guarantors 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein)Indenture. The Original Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “"Act”"). The Issuers have prepared a preliminary offering memorandum, dated March 30January 9, 2006 2002 (together with any amendments or supplements thereto, 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 and available for distribution on the date hereof (together with any amendments or supplements thereto, the “"Offering Memorandum”). Unless stated ") relating to the contraryCompany, any references herein to the terms “Pricing Disclosure Package” Guarantors 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 beOriginal Notes. The Initial Purchaser has Purchasers have advised the Issuers Company that the Initial Purchaser intendsPurchasers 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 Purchaser Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be “"qualified institutional buyers,” " as defined in Rule 144A under the Act (“QIBS”"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 Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the 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 registration rights agreement (the “"Registration Rights Agreement”") to be dated the Closing Date, substantially Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the form attached hereto Offering Memorandum, for so long as Exhibit A. such Original Notes constitute "Registrable Notes" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, to (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, and (ii) to use their commercially 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 Agreementeffective. 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 Company in connection part combined with a tender offer by the Company for all of its financings under the Credit Facilities (defined below) to (i) refinance the Company's existing $200,000,000 93/8 % 175.0 million senior credit facility (the "Debt Refinancing"), (ii) terminate and repay in full the Company's existing lease financing facility, (iii) repay in full the Company's existing $100.0 million Senior Notes due 2009 2006, (iv) provide for the “Tender Offer”)Company's ongoing working capital needs and other general corporate purposes and (v) pay related transaction fees and expenses. In addition, contemporaneously the Company will enter into a Credit Agreement (the "Credit Agreement") and 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 and sale of the Original Notes, the Company is participating in a public offering of its non-voting common stock, $0.10 par value (Debt Refinancing and the “Equity Offering”). The issuance and sale entering into of the Original Notes is Credit Facilities on the Closing Date (as defined below) are collectively referred to as the “Transaction"Transactions.”" The Note Documents, the Credit Facilities and the Credit Documents (as defined in the Credit Agreement) are collectively referred to herein as the "Transaction Documents."

Issuance of Notes. The Company Issuer proposes to issue and sell to UBS Securities LLC SBC Warburg Dillon Read Inc. and ABN AMRO Incorporated (together, the “Initial Purchaser”"INITIAL PURCHASERS") an aggregate of $200,000,000 aggregate 220,000,000 principal amount of 7.1259 3/8% Senior Subordinated Notes due 2013 2008 (the “Original Notes”"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the “Indenture”"NOTES INDENTURE"), to be dated the Closing Date (as defined hereinbelow), by and among the CompanyIssuer, the Guarantors and The Bank of New York Trust Company, N.A., a national banking associationYork, as trustee (the “Trustee”"TRUSTEE"). The Company’s Issuer's obligations under the Original Notes will be succeeded to, upon the merger, by the Company and the Indenture will be unconditionally guaranteed (the “Guarantees”"GUARANTEES") on a an unsecured senior unsecured subordinated basis by Parent and the Subsidiary 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 but not otherwise defined herein shall have the meanings given to such terms in the Notes Indenture or the Offering Memorandum (as defined hereinbelow). The Original Notes will be offered and sold to the Initial Purchaser Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”"ACT"). The Issuers have Issuer has prepared a preliminary offering memorandummemorandum dated February 4, dated March 30, 2006 1998 (the “Preliminary Offering Memorandum”), a supplement thereto dated April 5, 2006 (the “Initial Supplement”), "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, 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 February 20, 1998 (the “Offering Memorandum”). Unless stated "OFFERING MEMORANDUM") relating to the contraryIssuer, any references herein to the terms “Pricing Disclosure Package” Company, the Guarantors 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 beOriginal Notes. The Initial Purchaser has Purchasers have advised the Issuers Issuer that the Initial Purchaser intendsPurchasers intend, as soon as they deem practicable after this Notes Purchase Agreement has been executed and delivered, to resell (the “Exempt Resales”"EXEMPT RESALES") the Original Notes purchased by the Initial Purchaser Purchasers under this Notes Purchase Agreement (this "AGREEMENT") in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes 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"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 "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 (the "NEW 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 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 of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” "Transfer Restrictions" in the Offering Memorandum. Holders Concurrently with the offering of Notes hereby, Parent is offering (including subsequent transfereesthe "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 will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreementhereby, 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 NotesIssuer, the Company is participating in and the Guarantors will enter into a public offering of its non-voting common stock, $0.10 par value Credit Agreement (the “Equity Offering”)"CREDIT AGREEMENT") with ABN AMRO Bank N.V., as Agent, and the other agents and lenders party thereto. The issuance and net proceeds from the sale of the Original Notes is referred 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, including, but not exclusively, (i) to pay the Merger Consideration in connection with the merger of the Issuer into the Company (the "ACQUISITION") pursuant to a Merger Agreement (the "MERGER AGREEMENT") dated as of December 23, 1997 by and among the “TransactionIssuer, Parent, the Company and the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust (the "TRUST") and (ii) to repay the total amount outstanding under the 10% Debentures and (iii) to redeem 660,000 shares of Common Stock from the Trust.”

Issuance of Notes. The Company proposes Issuers propose to issue and sell to UBS Securities LLC (the “Representative”) and the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial PurchaserPurchasers”) $200,000,000 150,000,000 in aggregate principal amount of 7.1258.25% Senior Notes due 2013 2018 (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 the Closing Date (as defined herein), ) by and among the CompanyIssuers, the Guarantors and The U.S. Bank of New York Trust Company, N.A., a national banking associationNational 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes Securities will be offered and sold to the Initial Purchaser Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 303, 2006 2010 (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 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”). Unless stated to the contrary, any 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, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final 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 Final 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 Final Offering Memorandum, as the case may be. The Initial Purchaser has Purchasers have advised the Issuers that the Initial Purchaser intendsPurchasers intend, 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 Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Package, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be “qualified institutional buyers,” (“QIBs”), as defined in Rule 144A under the Act (“QIBSRule 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; Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as ), the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum”). Holders (including subsequent transferees) of the Original Notes Securities will have the benefit of the registration rights set forth in 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. Pursuant to . Under the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) to use reasonable best efforts to 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 ”), guaranteed by the guarantees related thereto) 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 except for the provisions relating to the transfer restrictions and payment of Special Interest (as defined in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under )) no later than 400 days after the Act (date of the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders initial issuance of the Original Notes. Notwithstanding the foregoing, (ii) use their reasonable best efforts to cause such the Registration Statements to Rights Agreement will provide that the Issuers and Guarantors will not be declared effective and (iii) use their reasonable best efforts required to consummate the Exchange OfferOffer 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, all within the time periods specified 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 clauses (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. 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 issuance and sale of the Original Notes Securities is referred to as the “TransactionOffering.”

Issuance of Notes. The Company proposes Issuers propose to issue and sell to UBS Securities LLC (the “"Initial Purchaser”") $200,000,000 275,000,000 aggregate principal amount of 7.125their 91/2% Senior Notes due 2013 2011 (the “"Original Notes”"). The Original Notes will be issued pursuant to an indenture (the “"Indenture”"), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors Issuers and The Bank of New York Trust Company, N.A., a national banking associationYork, 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes will be offered and sold to the Initial Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “"Act”"). The Issuers have prepared a preliminary offering memorandum, dated March 30February 20, 2006 2004 (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 and available for distribution on the date hereof (the “"Offering Memorandum”). Unless stated ") relating to the contrary, any references herein to Issuers and 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 beOriginal Notes. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as they deem 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 Pricing Disclosure Package 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”"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 Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “"Eligible Purchasers.” " Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the 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 benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) agreement, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Annex A (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, to (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) as the “"Exchange Notes” " and, the Exchange Notes are referred to herein, together with the Original Notes, as 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 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 their its 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 Agreementeffective. This Agreement, the Notes, the Guarantees, 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 Original Notes are being offered recapitalization of Holdings and sold by related transactions," the Issuers in connection with net proceeds of the offering of the Notes, together available cash, will be used as a tender offer by part of a recapitalization of the Company, pursuant to which the Company for will redeem all of its existing $200,000,000 93/8 outstanding 12% Series A Convertible Preferred Shares (the "Holdings Preferred Stock") and pay accrued and unpaid dividends thereon, purchase the Company's outstanding 15.5% Senior Notes due 2009 2011 (the “Tender Offer”"Holdings Senior Notes") at a negotiated price, repay a portion of Herbalife's senior credit facilities (the "Herbalife Senior Credit Facilities"), and pay related fees and expenses. In addition, contemporaneously with the offering The issuance 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 issuance and sale redemption of the Original Holdings Preferred Stock, the purchase of the Holdings Senior Notes is and the prepayment of a portion of the Herbalife Senior Credit Facilities and the payment of related fees and expenses are referred to as the “Transaction"Transactions.”"

Issuance of Notes. The Company proposes to issue and sell to UBS Securities LLC (the “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 PurchaserPurchasers”) $200,000,000 225,000,000 aggregate principal amount of 7.125% Senior Notes due 2013 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 on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). 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 defined herein), by and among between the Company, the Guarantors Issuers and The Bank of New York Trust Company, N.A., a national banking associationNational 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes Securities will be offered and sold to the Initial Purchaser Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 3029, 2006 (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 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”). 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 Purchasers have advised the Issuers that the Initial Purchaser intendsPurchasers intend, 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 Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Package, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be “qualified institutional buyers,” (“QIBs”), as defined in Rule 144A under the Act (“QIBSRule 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; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as ), the “Eligible Purchasers”).” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the 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 registration rights agreement (the “Registration 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 ”), guaranteed by the guarantees related thereto) 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 NotesNotes and the Guarantees thereof, (ii) to use their its reasonable best efforts to cause such the Exchange Offer Registration Statements 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 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 issuance and sale of the Original Notes is referred to as the “Transaction.”

Issuance of Notes. The Company proposes to issue and sell to Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇▇, Sachs & Co., UBS Securities LLC LLC, and Capital One Securities, Inc. (the “Representatives”) and the other entities listed on Schedule I hereto (together with the Representatives, the “Initial PurchaserPurchasers”) $200,000,000 300,000,000 aggregate principal amount of 7.1256.750% Senior Notes due 2013 2022 (the “Original Notes”). The Original 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 defined herein), by and among between the Company, the Guarantors Issuers and The U.S. Bank of New York Trust Company, N.A., a national banking associationNational 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 but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Original Notes Securities will be offered and sold to the Initial Purchaser Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended (the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 3012, 2006 2014 (together with the documents incorporated by reference therein, 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 and attached as Exhibit C B hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum, the Initial Supplement 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”). Unless stated to the contrary, any 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, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, ,” “amendment” or “supplement” with respect to the Final 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 Final 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 Final Offering Memorandum, as the case may be. The Initial Purchaser has Purchasers have advised the Issuers that the Initial Purchaser intendsPurchasers intend, 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 Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package Package, solely to (i) persons whom the Initial Purchaser Purchasers reasonably believes believe to be “qualified institutional buyers,” (“QIBs”), as defined in Rule 144A under the Act (“QIBSRule 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; Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as ), the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the 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 registration rights agreement (the “Registration 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, Guarantees and 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 issuance and sale of the Original Notes Securities is referred to as the “TransactionOffering.”