Common use of Purchase and Resale of the Notes Clause in Contracts

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission (as defined below) promulgated thereunder), in reliance on an exemption pursuant to Section 4(2) under the Securities Act. The Company and the Guarantors have prepared a preliminary offering memorandum, dated August 4, 2010 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) and an offering memorandum, dated August 12, 2010 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, the Notes, the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet are collectively referred to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 9:30 a.m. (New York City time) on the date of this Agreement. You and the other Initial Purchasers have advised the Company that you will offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), and (ii) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (i) and (ii) are referred to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”.

Purchase and Resale of the Notes. The Issuers agree to issue and sell the Notes will be offered to the several Initial Purchasers as provided in this Agreement, and sold each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuers the respective principal amount of Notes set forth opposite such Initial Purchaser’s name under the column relating to each series of Notes in Schedule 1 hereto at a price equal to 100.0% of the principal amount thereof plus accrued interest, if any, from October 7, 2019 to the Closing Date (the “Purchase Price”). Upon satisfaction of the Escrow Conditions on the Escrow Release Date, as compensation for the services rendered by the Initial Purchasers without registration under to the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations Issuers in respect of the Commission (as defined below) promulgated thereunder), in reliance on an exemption pursuant to Section 4(2) under the Securities Act. The Company issuance and the Guarantors have prepared a preliminary offering memorandum, dated August 4, 2010 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) and an offering memorandum, dated August 12, 2010 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, sale of the Notes, the Exchange Notes (as defined herein) and Issuers agree to pay the Guarantees and Initial Purchasers a commission in the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as amount of 1.75% of the Applicable Time (as defined below), together with the Pricing Term Sheet are collectively referred to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale principal amount of the Notes by the Initial Purchasers. “Applicable Time” means 9:30 a.m. (New York City time) on the date of this Agreement. You and the other Initial Purchasers have advised the Company that you will offer and resell (the “Exempt ResalesEscrow Purchasers’ Commission”), with such Escrow Purchasers’ Commission to be paid directly to the Representatives on behalf of the Initial Purchasers by the Escrow Agent on the Escrow Release Date. In the event a Special Mandatory Redemption occurs, the Initial Purchasers will not be entitled to receive the Escrow Purchasers’ Commission. (a) The Issuers will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased by you hereunder as provided herein. (b) The Issuers understand that the Initial Purchasers intend to offer the Notes for resale on the terms set forth in each the Time of the Pricing Disclosure Package Sale Information. Each Initial Purchaser, severally and the Offering Memorandumnot jointly, as amended or supplementedrepresents, solely to warrants and agrees that: (i) it is an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); (ii) it has not, directly or indirectly, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not, directly or indirectly, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes as part of the initial offering except: (A) to persons whom you it reasonably believe believes to be “qualified institutional buyers” as defined QIBs in transactions pursuant to Rule 144A under the Securities Act (“QIBsRule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Notes is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Issuers and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g), counsel for the Issuers and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (iid) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore transaction” The Issuers acknowledge and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (i) and (ii) are referred to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be dated made in accordance with the Closing Date provisions of this Agreement (as defined hereinincluding Annex C hereto). Pursuant to the Registration Rights Agreement. (e) The Issuers, the Company and the Guarantors will acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to file the Issuers, the Company and the Guarantors with respect to the Securities offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and Exchange Commission (not as a financial advisor or a fiduciary to, or an agent of, the “Commission”) under Issuers or the circumstances set forth thereinGuarantors or any other person in connection therewith. Additionally, a registration statement under neither the Securities Act Representatives nor any other Initial Purchaser is advising the Issuers, the Company or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers, the Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Initial Purchaser shall have any responsibility or liability to the Issuers, the Company or the Guarantors with respect thereto. Any review by the Representatives or any Initial Purchaser of the Issuers, the Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Representative or Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Company’s 11.5% senior notes due 2018 (, the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”Guarantors or any other person.

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission (as defined below) promulgated thereunder”), in reliance on an exemption pursuant to Section 4(2) under the Securities Acttherefrom. The Company and the Guarantors have has prepared a preliminary offering memorandum, dated August 4October 5, 2010 2007 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Memorandum and an offering memorandum, dated August 12October 10, 2010 2007 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, Company and the Notes, the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and the documents listed on Schedule II hereto are collectively referred to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm confirms that they have it has authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 9:30 a.m. 4:30 p.m. (New York City time) on the date of this Agreement. You It is understood and acknowledged that 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 (and all securities issued in exchange therefor, in substitution thereof) shall bear the legend set forth under the caption “Transfer Restrictions” in the Preliminary Offering Memorandum and the other Initial Purchasers Offering Memorandum. You have advised the Company that you will offer and resell make offers (the “Exempt Resales”) of the Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), ) and (ii) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, S under the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Securities Act. Those persons specified in clauses (i) and (ii) are referred to herein as the (“Eligible Purchasers.” Holders (including subsequent transferees) ”). You will offer the Notes to Eligible Purchasers initially at a price equal to 99.864% of the principal amount thereof. Such price may be changed at any time after the initial offering of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”without notice.

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission (as defined below) promulgated thereunder”), in reliance on an exemption pursuant to Section 4(24(a)(2) under the Securities Act. The Company and the Guarantors have has prepared a preliminary offering memorandum, dated August 4April 28, 2010 2020 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III II (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Memorandum and certain other information and an offering memorandum, dated August 12April 28, 2010 2020 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, Company and the Notes, the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined belowherein), together with the Pricing Term Sheet and any of the documents listed on Schedule III(A) hereto are collectively referred to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm confirms that they have it has authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 9:30 a.m. 8:00 p.m. (New York City time) on the date of this Agreement. Any reference to the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum shall be deemed to refer to and include the Company’s most recent Annual Report on Form 10-K (the “Annual Report”) and all other documents filed (but not furnished) with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, as the case may be. Any reference to the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include any documents filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Preliminary Offering Memorandum, Pricing Disclosure Package or the Offering Memorandum, as the case may be, and prior to such specified date. All documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum, Pricing Disclosure Package or the Offering Memorandum, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports.” You and the other Initial Purchasers have advised the Company that you will offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBsRule 144A”) (each a “QIB”), and (ii) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. . Those persons specified in clauses (i) and (ii) above are referred to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”.

Purchase and Resale of the Notes. (a) The Notes will be offered Company agrees to issue and sold sell the Convertible Securities to the several Initial Purchasers without registration under as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Convertible Securities Act set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 97.250% of 1933, as amended the principal amount thereof (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission (as defined below) promulgated thereunder), in reliance on an exemption pursuant to Section 4(2) under the Securities Act. The Company and the Guarantors have prepared a preliminary offering memorandum, dated August 4, 2010 (the “Preliminary Offering MemorandumPurchase Price”), a pricing term sheet substantially in plus accrued interest, if any, from April 28, 2020 to the form attached hereto as Schedule III (the “Pricing Term Sheet”) and an offering memorandum, dated August 12, 2010 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, the Notes, the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time Closing Date (as defined below), together with the Pricing Term Sheet are collectively referred to as the “Pricing Disclosure Package.” . The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale will not be obligated to deliver any of the Notes by except upon payment for all the Notes to be purchased as provided herein. (b) The Company agrees to issue and sell the Option Securities to the several Initial Purchasers. “Applicable Time” means 9:30 a.m. (New York City time) Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price, plus accrued interest, if any, from April 28, 2020 to the date of this Agreementpayment and delivery. (c) If any Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Initial Purchaser shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Convertible Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased in accordance with the provisions of Section 11 hereof) bears to the aggregate principal amount of Convertible Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Notes in denominations other than $1,000 as the Representatives in their sole discretion shall make. (d) The Initial Purchasers may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, during the thirteen-day period beginning on, and including, the Closing Date, by written notice from the Representatives to the Company. You Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice, other than a notice delivered prior to the Closing Date requesting delivery on the Closing Date (which shall be given at least one business day prior to the Closing Date), shall be given at least two business days prior to the date and time of delivery specified therein. (e) The Company understands that the Initial Purchasers have advised the Company that you will intend to offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder for resale on the terms set forth in each of the Pricing Disclosure Package Package. Each Initial Purchaser, severally and the Offering Memorandumnot jointly, as amended or supplementedrepresents, solely to warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not sold the Notes, and will not sell the Notes, as part of the initial offering except to persons whom you it reasonably believe believes to be “qualified institutional buyers” as defined QIBs in transactions pursuant to Rule 144A under the Securities Act (“QIBsRule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Notes is aware that such sale is being made in reliance on Rule 144A. (f) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant to Sections 7(f) and 7(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (e) above, and each Initial Purchaser hereby consents to such reliance. (g) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (h) The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Initial Purchasers, on the other hand, and the Company is capable of evaluating and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) outside in connection with each transaction contemplated hereby and the United States process leading to certain persons who are such transaction each Initial Purchaser is and has been acting solely as a principal and is not U.S. Persons the financial advisor, agent or fiduciary of the Company or its affiliates, shareholders, creditors or employees or any other party; (as defined iii) no Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in Regulation S under favor of the Securities Act Company with respect to any of the transactions contemplated hereby or the process leading thereto (“Regulation S”)) (irrespective of whether such persons, “Non-U.S. Persons”) in offshore transactions in reliance Initial Purchaser has advised or is currently advising the Company on Regulation S. As used herein, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (iother matters) and (ii) are referred no Initial Purchaser has any obligation to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Notes will have Company with respect to the registration rights offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a registration rights agreement broad range of transactions that involve interests that differ from those of the Company and that the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (the “Registration Rights Agreement”v) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant have not provided any legal, accounting, regulatory or tax advice with respect to the Registration Rights Agreementoffering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior written agreements and understandings (whether written or oral) between the Company and the Guarantors will agree to file several Initial Purchasers with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating respect to the Company’s 11.5% senior notes due 2018 (subject matter hereof. The Company hereby waives and releases, to the “Exchange Notes”) and fullest extent permitted by law, any claims that the Guarantors’ Exchange Guarantees (Company may have against the “Exchange Guarantees”) several Initial Purchasers with respect to be offered in exchange for the Notes and the Guarantees, respectively. Such portion any breach or alleged breach of the offering is referred to as the “Exchange Offer”agency or fiduciary duty.

Purchase and Resale of the Notes. (a) The Company agrees to issue and sell the Notes will be offered and sold to the Initial Purchasers without registration under Underwriter as provided in this Agreement, and the Securities Act Underwriter, on the basis of 1933the representations, as amended (warranties and agreements set forth herein and subject to the “Securities Act,” which term, as used conditions set forth herein, includes agrees to purchase from the rules Company the respective principal amount of 2023 Notes and regulations 2043 Notes set forth opposite the Underwriter’s name on Schedule 1 hereto at a purchase price equal to 99.618% and 103.649%, respectively, of the Commission principal amount thereof, plus accrued interest, if any, from November 26, 2013 to the Closing Date. The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. (b) Upon the authorization by the Company of the release of the Notes, the Underwriter proposes to offer the Notes for sale upon the terms and conditions set forth in the Prospectus (as defined below). (c) promulgated thereunder), in reliance on an exemption The Company acknowledges and agrees that the Underwriter may offer and sell Notes to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through the Underwriter. (d) The Company and the each of the Guarantors acknowledges and agrees that (a) the purchase and sale of the Notes pursuant to Section 4(2this Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the Underwriter, on the other hand, (b) under in connection with the Securities Act. The offering contemplated hereby and the process leading to such transaction, the Underwriter is, and has been, acting solely as a principal and is not the agent or fiduciary of the Company or the Guarantors directly or indirectly, (c) the Underwriter has not assumed and will not assume, an advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and the Underwriter has no similar obligation to the Company or the Guarantors with respect to the offering of the Notes contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and (e) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have prepared a preliminary offering memorandumconsulted their own legal, dated August 4accounting, 2010 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) regulatory and an offering memorandum, dated August 12, 2010 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, the Notes, the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet are collectively referred to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 9:30 a.m. (New York City time) on the date of this Agreement. You and the other Initial Purchasers have advised the Company that you will offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), and (ii) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (i) and (ii) are referred to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant tax advisors to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”extent they deemed appropriate.

Purchase and Resale of the Notes. The Notes will be offered (a) On the basis of the representations, warranties and sold agreements contained herein, and subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Initial Purchasers, severally and not jointly, and each of the Initial Purchasers without registration under the Securities Act of 1933agrees, as amended (the “Securities Act,” which termseverally and not jointly, as used herein, includes the rules and regulations of the Commission (as defined below) promulgated thereunder), in reliance on an exemption pursuant to Section 4(2) under the Securities Act. The Company and the Guarantors have prepared a preliminary offering memorandum, dated August 4, 2010 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) and an offering memorandum, dated August 12, 2010 (the “Offering Memorandum”), in each case setting forth information regarding purchase from the Company, the Guarantors, principal amount at maturity of Notes set forth opposite the Notes, name of such Initial Purchaser on Schedule 1 hereto at a purchase price equal to 71.97% of the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein)principal amount at maturity thereof. The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet are collectively referred Company shall not be obligated to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale deliver any of the Notes by except upon payment for all of the Initial Purchasers. “Applicable Time” means 9:30 a.m. Notes to be purchased as provided herein. (New York City timeb) on the date of this Agreement. You and the other The Initial Purchasers have advised the Company that you will they propose to offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder on for resale upon the terms and subject to the conditions set forth herein and in each of the Pricing Disclosure Package and the Offering Memorandum. Each Initial Purchaser, as amended or supplementedseverally and not jointly, solely to represents, warrants and agrees that (i) it is a qualified institutional buyer as defined in Rule 144A under the Securities Act, (ii) it is purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act, (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, (iv) it has solicited and will solicit offers for the Notes only from, and has offered or sold and will offer, sell or deliver the Notes, as part of their initial offering, only (x) to persons whom you it reasonably believe believes to be “qualified institutional buyers” buyers (“Qualified Institutional Buyers”), as defined in Rule 144A under the Securities Act (“QIBsRule 144A”), and (ii) outside the United States or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (it that each such persons, “Non-U.S. Persons”) in offshore transactions account is a Qualified Institutional Buyer to whom notice has been given that such sale or delivery is being made in reliance on Regulation S. As used hereinRule 144A and in each case, in transactions in accordance with Rule 144A or (y) in accordance with the terms restrictions set forth in Annex B hereto and (v) it has and will comply with the applicable provisions set forth under “offshore transactionTransfer restrictions” and “United StatesPlan of distribution” in the Offering Memorandum. (c) Each Initial Purchaser, severally and not jointly, agrees that, prior to or simultaneously with the confirmation of sale by such Initial Purchaser to any purchaser of any of the Notes purchased by such Initial Purchaser from the Company pursuant hereto, such Initial Purchaser shall furnish to that purchaser a copy of the Offering Memorandum (and any amendment or supplement thereto that the Company shall have furnished to such Initial Purchaser prior to the meanings assigned date of such confirmation of sale). (d) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to them in Regulation S. Those persons specified in clauses (ibe delivered to the Initial Purchasers pursuant to Sections 5(d) and (ii) are referred to herein as “Eligible e), counsel for the Company and for the Initial Purchasers.” Holders (including subsequent transferees) , respectively, may rely upon the accuracy of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors representations and warranties of the Initial Purchasers and their compliance with their agreements contained in this Section 2, and each Initial Purchaser hereby consents to be dated the Closing Date such reliance. (as defined herein). Pursuant to the Registration Rights Agreement, the e) The Company and each of the Note Guarantors will agree acknowledges and agrees that the Initial Purchasers may sell Notes to file or through any affiliate of an Initial Purchaser, which shall have represented, warranted and agreed to comply with the Securities provisions of this Section 2, and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating that any such affiliate may sell Notes purchased by it to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”or through an Initial Purchaser.

Purchase and Resale of the Notes. (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Issuer agrees (i) to issue and sell to each Euro Initial Purchaser, severally and not jointly, and each Euro Initial Purchaser, upon the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase, severally and not jointly, the aggregate principal amount of Euro Notes from the Issuer as set forth opposite such Euro Initial Purchaser’s name in Part A of Schedule I hereto at a price equal to 100.00% of the principal amount of the Euro Notes, less an initial purchasers’ discount equal in the aggregate to 2.00% of the gross proceeds of the offering of the Euro Notes (which shall be applied to each Euro Initial Purchaser according to the percentage of such Euro Initial Purchaser’s allocation out of the total in Part A of Schedule I hereto), and (ii) to issue and sell to each Dollar Initial Purchaser, severally and not jointly, and each Dollar Initial Purchaser, upon the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase, severally and not jointly, the aggregate principal amount of Dollar Notes from the Issuer as set forth opposite such Dollar Initial Purchaser’s name in Part B of Schedule I hereto at a price equal to 100.00% of the principal amount of the Dollar Notes, less an initial purchasers’ discount equal in the aggregate to 2.00% of the gross proceeds of the offering of the Dollar Notes (which shall be applied to each Dollar Initial Purchaser according to the percentage of such Dollar Initial Purchaser’s allocation out of the total in Part B of Schedule I hereto). The Issuer will not be obligated to deliver the Notes except upon payment for all the Notes to be purchased as provided herein. (b) The Issuer and the Guarantors understand that the Initial Purchasers intend to offer the Notes for resale upon the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, hereby makes to the Issuer the following representations and agreements: (i) it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); and (ii) (A) it will not solicit offers for, or offer to sell, the Notes by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (B), as part of the initial offering, it will solicit offers for the Notes only from, and will offer the Notes only to, persons whom it reasonably believes to be, (x) in the case of offers of the Notes inside the United States, “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (y) in the case of offers of the Notes outside the United States, persons other than U.S. persons (as defined in Rule 902 under the Securities Act) that, in each case, in purchasing the Notes are deemed to have represented and agreed as provided in the Offering Memorandum. With respect to offers and sales outside the United States, as described in Section 1(b)(ii)(B)(y) above, each Initial Purchaser, severally and not jointly, hereby represents and agrees with the Issuer and the Guarantors that: (iii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes the Offering Memorandum; (iv) it understands that the Notes have not been and will not be registered under the Securities Act, and may not be offered and sold to within the Initial Purchasers without United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Notes and the date of original issuance of the Notes, except in either case in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act; (v) it has not offered the Notes and will not offer and sell the Notes (a) as part of its distribution at any time and (b) otherwise prior to 40 days after the later of the commencement of the offering and the Closing Date, in either case except in accordance with Rule 903 of Regulation S (or Rule 144A, if available). Accordingly, neither such Initial Purchaser, nor any of its affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and such Initial Purchaser, its affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S; and (vi) it agrees that, at or prior to confirmation of sales of the Notes sold in reliance on Regulation S, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the restricted period a confirmation or notice to substantially the following effect: “The Notes covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act,” which term”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as used herein, includes part of their distribution at any time or (ii) otherwise until 40 days after the rules and regulations later of the Commission (as defined below) promulgated thereunder)commencement of the offering of the Notes and the date of original issuance of the Notes, except in reliance on an either case in accordance with Regulation S or Rule 144A or any other available exemption pursuant to Section 4(2) from registration under the Securities Act. The Company Terms used above have the meanings given to them by Regulation S.” Terms used in this Section 1(b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (c) Each Initial Purchaser acknowledges and agrees that the Issuer and the Guarantors have prepared a preliminary offering memorandumand, dated August 4, 2010 (for the “Preliminary Offering Memorandum”purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(e), a pricing term sheet substantially 5(f), 5(g), 5(h), 5(j), (5)(k) and 5(l), counsel for the Issuer and the Guarantors and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above, and each Initial Purchaser hereby consents to such reliance. (d) The Issuer and the Guarantors acknowledge and agree that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) Each of the Issuer and the Guarantors acknowledges and agrees that each Initial Purchaser is acting solely in the form attached hereto as Schedule III capacity of an arm’s length contractual counterparty to each of the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the “Pricing Term Sheet”terms of the offering) and an offering memorandumnot as a financial advisor or fiduciary to, or agent (except as otherwise provided for in the solicitation agency agreement dated August 12September 11, 2010 (2019, entered into in connection with the “Offering Memorandum”), in each case setting forth information regarding solicitation of consents from noteholders of the CompanyTarget’s Senior Notes due 2026) of, the GuarantorsIssuer, the NotesGuarantors or any of their respective affiliates. Additionally, the Exchange Notes (Initial Purchasers are not advising the Issuer, the Guarantors or any of their respective subsidiaries or any other person as defined herein) to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantees Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Exchange Guarantees (as defined herein)Initial Purchasers shall have no responsibility or liability to the Issuer or the Guarantors with respect thereto. The Preliminary Offering Memorandum, as supplemented and amended as Any review by an Initial Purchaser of the Applicable Time (as defined below)Issuer, together with the Pricing Term Sheet are collectively referred Guarantors or any of their respective subsidiaries and the transactions contemplated hereby or other matters relating to as such transactions will be performed solely for the “Pricing Disclosure Package.” The Company benefit of such Initial Purchaser and shall not be on behalf of the Issuer, the Guarantors or any of their respective subsidiaries or any other person. Furthermore, the Initial Purchasers may have interests that differ from those of the Issuer, the Guarantors or any of their respective subsidiaries. Each of the Issuer and the Guarantors hereby confirm waives, to the fullest extent permitted by law, any claims it may have based on any actual or potential conflicts of interest that they may arise or result from any Initial Purchaser’s engagement, the transactions contemplated hereby or any claims it may have authorized against such Initial Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty, and agrees that no Initial Purchaser shall have any liability (whether direct or indirect) to the use Issuer, any Guarantor or any other person in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Pricing Disclosure Package Issuer or any Guarantor, including any of the Issuer’s or any Guarantor’s respective employees or creditors. (f) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the Offering Memorandum meaning of Section 21 of the Financial Services and Markets Act 2000, including any supplements and amendments thereto (the “FSMA”)) received by it in connection with the offering and resale issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes by in, from or otherwise involving the Initial PurchasersUnited Kingdom; and (iii) in relation to each Member State of the European Economic Area (each, a “Member State”), it has not made and will not make an offer to the public of any Notes in any Member State, unless these offers are made to any legal entity which is a qualified investor as defined in the Prospectus Regulation and a non-retail investor as defined in the PRIIPs Regulation. “Applicable Time” means 9:30 a.m. (New York City time) on For the date purposes of this Agreement. You provision, the expression an “offer to the public” in relation to any securities in any Member State means the communication in any form and the other Initial Purchasers have advised the Company that you will offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder any means of sufficient information on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), and (ii) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (i) and (ii) are referred to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”.of