Exhibit
10.4




EXECUTION
VERSION





PURCHASE AGREEMENT




March 10,
2010





Banc of America
Securities LLC


Deutsche
Bank Securities Inc.


As
Representatives of the Initial Purchasers


c/o Banc
of America Securities LLC


One
Bryant Park


New York,
New York  10036







Ladies
and Gentlemen:




Introductory.  Prestige
Brands, Inc. (the “Company”), a Delaware
corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings,
Inc. (“Parent”),
proposes to issue and sell to the several Initial Purchasers named in Schedule A
(each an “Initial
Purchaser” and together, the “Initial Purchasers”), acting
severally and not jointly, the respective amounts set forth in such Schedule A
of $150,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes
due 2018 (the “Notes”).  Banc of
America Securities LLC and Deutsche Bank Securities Inc. have agreed to act as
the representatives of the several Initial Purchasers (in such capacity, the
“Representatives”) in
connection with the offering and sale of the Notes.




The
Securities (as defined below) will be issued pursuant to an indenture to be
dated as of March 24, 2010 (the “Indenture”), among the
Company, the Guarantors (as defined below) and U.S. Bank National Association,
as trustee (the “Trustee”).  Notes
will be issued only in book-entry form in the name of Cede & Co., as nominee
of The Depository Trust Company (the “Depositary”) pursuant to a
letter of representations, to be dated on or before the Closing Date (as defined
in Section 2 hereof) (the “DTC
Agreement”), among the Company, the Trustee and the
Depositary.




The
holders of the Notes will be entitled to the benefits of a registration rights
agreement to be dated as of March 24, 2010 (the “Registration Rights
Agreement”), among the Company, the Guarantors and the Initial
Purchasers, pursuant to which the Company and the Guarantors may be required to
file with the Commission (as defined below), under the circumstances set forth
therein, (i) a registration statement under the Securities Act (as defined
below) relating to another series of debt securities of the Company with terms
substantially identical to the Notes (the “Exchange Notes”) to be offered
in exchange for the Notes (the “Exchange Offer”) and (ii) a
shelf registration statement pursuant to Rule 415 of the Securities Act relating
to the resale by certain holders of the Notes, and in each case, to use its
commercially reasonable efforts to cause such registration statements to be
declared effective.  All references herein to the Exchange Notes and
the Exchange Offer are only applicable if the Company and the Guarantors are in
fact required to consummate the Exchange Offer pursuant to the terms of the
Registration Rights Agreement.




The
payment of principal of, premium, if any, and interest on the Notes will be
fully and unconditionally guaranteed on a senior unsecured basis, jointly and
severally by (i) Parent and





the
subsidiary guarantors listed on the signature pages hereof as “Guarantors” and
(ii) any subsidiary of the Company formed or acquired after the Closing Date
that executes an additional guarantee in accordance with the terms of the
Indenture, and their respective successors and assigns (the entities described
in clauses (i) and (ii), collectively, the “Guarantors”), pursuant to
their guarantees (the “Guarantees”).  The
Notes and the Guarantees attached thereto are herein collectively referred to as
the “Securities”; and
the Exchange Notes and the Guarantees attached thereto are herein collectively
referred to as the “Exchange
Securities.”




In
connection with the issuance of the Securities, the Company (i) has commenced a
cash tender offer (the “Tender
Offer”) for all of the Company’s outstanding 9-1/4% Senior Subordinated
Notes due 2012 (the “2012
Notes”) upon the terms and subject to the conditions set forth in that
certain Offer to Purchase and Consent Solicitation Statement dated as of March
10, 2010 (the “Offer to
Purchase”), (ii) is soliciting consents (the“Consent Solicitation”) of
registered holders of the 2012 Notes to certain proposed amendments to the
indenture dated as of April 6, 2004, among the Company, the guarantors party
thereto and U.S. Bank National Association, as trustee (in such capacity, the
“2012 Trustee”) and the
supplements thereto governing the 2012 Notes (together, the “2012 Indenture”), (iii) will
pay in full all amounts outstanding (including all accrued and deferred
interest) and terminate all commitments under its senior secured credit facility
dated as of April 6, 2004, as amended (the “Existing Credit Facility”) and
(iv) will enter into new senior secured credit facilities, among the Company as
borrower thereunder, Banc of America Securities LLC as Joint-Lead Arranger and
Joint Book-Running Manager, Bank of America, N.A. as Administrative Agent,
Deutsche Bank Securities Inc. as Joint-Lead Arranger, Joint Book-Running Manager
and Syndication Agent, and the lenders and guarantors party thereto, (the “New Credit
Facilities”).  The net proceeds from the sale of the
Securities, together with borrowings under the New Credit Facilities and cash on
hand will be used to purchase, redeem or otherwise retire all of the outstanding
2012 Notes and to repay all amounts outstanding under the Existing Credit
Facility and terminate the associated credit agreement.




The
Company understands that the Initial Purchasers propose to make an offering of
the Securities on the terms and in the manner set forth herein and in the
Pricing Disclosure Package (as defined below) and agrees that the Initial
Purchasers may resell, subject to the conditions set forth herein, all or a
portion of the Securities to purchasers (the “Subsequent Purchasers”) on the
terms set forth in the Pricing Disclosure Package (the first time at which sales
of the Securities are made is referred to as the “Time of Sale”).  The
Securities are to be offered and sold to or through the Initial Purchasers
without being registered with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933 (as amended, the “Securities Act,” which term,
as used herein, includes the rules and regulations of the Commission promulgated
thereunder), in reliance upon exemptions therefrom.  Pursuant to the
terms of the Securities and the Indenture, investors who acquire Securities
shall be deemed to have agreed that Securities may only be resold or otherwise
transferred, after the date hereof, if such Securities are registered for sale
under the Securities Act or if an exemption from the registration requirements
of the Securities Act is available (including the exemptions afforded by Rule
144A under the Securities Act (“Rule 144A”) or Regulation S
under the Securities Act (“Regulation S”).




The
Company has prepared and delivered to each Initial Purchaser copies of a
Preliminary Offering Memorandum, dated March 10, 2010 (the “Preliminary Offering
Memorandum”), and has prepared and delivered to each Initial Purchaser
copies of a Pricing Supplement,





-2-
 dated
March 10, 2010 (the “Pricing Supplement”),
describing the terms of the Securities, each for use by such Initial Purchaser
in connection with its solicitation of offers to purchase the
Securities.  The Preliminary Offering Memorandum and the Pricing
Supplement, including those documents incorporated by reference therein, are
herein referred to as the “Pricing Disclosure
Package.”  Promptly after this Agreement is executed and
delivered, the Company will prepare and deliver to each Initial Purchaser a
final offering memorandum dated the date hereof (the “Final Offering
Memorandum”).




All
references herein to the terms “Pricing Disclosure Package” and “Final Offering
Memorandum” shall be deemed to mean and include all information filed under the
Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as
used herein, includes the rules and regulations of the Commission promulgated
thereunder) prior to the Time of Sale and incorporated by reference in the
Pricing Disclosure Package (including the Preliminary Offering Memorandum) or
the Final Offering Memorandum (as the case may be), and all references herein to
the terms “amend,”
“amendment” or “supplement” with respect to
the Final Offering Memorandum shall be deemed to mean and include all
information filed under the Exchange Act after the Time of Sale and incorporated
by reference in the Final Offering Memorandum.




The
Company hereby confirms its agreements with the Initial Purchasers as
follows:




SECTION 1.  Representations and
Warranties.  Each of the Company and the Guarantors, jointly
and severally, hereby represents, warrants and covenants to each Initial
Purchaser that, as of the date hereof and as of the Closing Date (references in
this Section 1 to the “Offering
Memorandum” are to (x) the Pricing Disclosure Package in the case of
representations and warranties made as of the date hereof and (y) the Final
Offering Memorandum in the case of representations and warranties made as of the
Closing Date):




(a)  No Registration Required.  Subject to
compliance by the Initial Purchasers with the representations and warranties set
forth in Section 2 hereof and with the procedures set forth in Section 7 hereof,
it is not necessary in connection with the offer, sale and delivery of the
Securities to the Initial Purchasers and to each Subsequent Purchaser in the
manner contemplated by this Agreement and the Offering Memorandum to register
the Securities under the Securities Act or, until such time as the Exchange
Securities are issued pursuant to an effective registration statement, to
qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which
term, as used herein, includes the rules and regulations of the Commission
promulgated thereunder).




(b)  No Integration of Offerings or
General Solicitation.  None of the
Company, its affiliates (as such term is defined in Rule 501 under the
Securities Act, hereinafter an “Affiliate”), or any person
acting on its or any of their behalf (other than the Initial Purchasers, as to
whom the Company makes no representation or warranty) has, directly or
indirectly, solicited any offer to buy or offered to sell, or will, directly or
indirectly, solicit any offer to buy or offer to sell, in the United States or
to any United States citizen or resident, any security which is or would be
integrated with the sale of the Securities in a manner that would require the
Securities to be registered under the Securities Act.  None of the
Company, its Affiliates, or any person acting on its or any of their behalf
(other





-3-
 than the
Initial Purchasers, as to whom the Company makes no representation or warranty)
has engaged or will engage, in connection with the offering of the Securities,
in any form of general solicitation or general advertising within the meaning of
Rule 502 under the Securities Act.  With respect to those Securities
sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or
any person acting on its or their behalf (other than the Initial Purchasers, as
to whom the Company makes no representation or warranty) has engaged or will
engage in any directed selling efforts within the meaning of Regulation S and
(ii) each of the Company and its Affiliates and any person acting on its or
their behalf (other than the Initial Purchasers, as to whom the Company makes no
representation or warranty) has complied and will comply with the offering
restrictions set forth in Regulation S.




(c)  Eligibility for Resale under Rule
144A.  The Securities
are eligible for resale pursuant to Rule 144A and will not be, at the Closing
Date, of the same class as securities listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted in a U.S. automated
interdealer quotation system.




(d)  The Pricing Disclosure Package and
Offering Memorandum.Neither the Pricing Disclosure Package, as of the Time of Sale, nor the
Final Offering Memorandum, as of its date or (as amended or supplemented in
accordance with Section 3(a), as applicable) as of the Closing Date, contains or
represents an untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that this
representation, warranty and agreement shall not apply to statements in or
omissions from the Pricing Disclosure Package, the Final Offering Memorandum or
any amendment or supplement thereto made in reliance upon and in conformity with
information furnished to the Company in writing by any Initial Purchaser through
the Representatives expressly for use in the Pricing Disclosure Package, the
Final Offering Memorandum or amendment or supplement thereto, as the case may
be.  The Pricing Disclosure Package contains, and the Final Offering
Memorandum will contain, all the information specified in, and meeting the
requirements of, Rule 144A.  The Company has not distributed and will
not distribute, prior to the later of the Closing Date and the completion of the
Initial Purchasers’ distribution of the Securities, any offering material in
connection with the offering and sale of the Securities other than the Pricing
Disclosure Package and the Final Offering Memorandum.




(e)  Company Additional Written
Communications.  The Company has not prepared, made, used,
authorized, approved or distributed and will not prepare, make, use, authorize,
approve or distribute any written communication that constitutes an offer to
sell or solicitation of an offer to buy the Securities other than (i) the
Pricing Disclosure Package, (ii) the Final Offering Memorandum and (iii) any
electronic road show or other written communications, in each case used in
accordance with Section 3(a).  Each such communication by the Company
or its agents and representatives pursuant to clause (iii) of the preceding
sentence (each, a “Company
Additional Written Communication”), when taken together with the Pricing
Disclosure Package, did not as of the Time of Sale, and at the Closing Date will
not, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the





-4-
 circumstances
under which they were made, not misleading; provided that this representation,
warranty and agreement shall not apply to statements in or omissions from each
such Company Additional Written Communication made in reliance upon and in
conformity with information furnished to the Company in writing by any Initial
Purchaser through the Representatives expressly for use in any Company
Additional Written Communication.




(f)  Incorporated Documents.  The documents
incorporated or deemed to be incorporated by reference in the Offering
Memorandum at the time they were or hereafter are filed with the Commission
(collectively, the “Incorporated Documents”)
complied and will comply in all material respects with the requirements of the
Exchange Act.  Each such Incorporated Document, when taken together
with the Pricing Disclosure Package, did not as of the Time of Sale, and at the
Closing Date will not, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.




(g)  The Purchase Agreement.  This Agreement
has been duly authorized, executed and delivered by the Company and each
Guarantor.




(h)  The Registration Rights Agreement and
DTC Agreement.  The Registration
Rights Agreement has been duly authorized and, on the Closing Date, will have
been duly executed and delivered by, and will constitute a valid and binding
agreement of, the Company and each Guarantor, enforceable in accordance with its
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable
principles and except as rights to indemnification may be limited by applicable
law.  The DTC Agreement has been duly authorized and, on the Closing
Date, will have been duly executed and delivered by, and will constitute a valid
and binding agreement of, the Company, enforceable in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable
principles.




(i)  Authorization of the Notes, the
Guarantees and the ExchangeNotes.  The Notes to
be purchased by the Initial Purchasers from the Company will on the Closing Date
be in the form contemplated by the Indenture, have been duly authorized for
issuance and sale pursuant to this Agreement and the Indenture and, at the
Closing Date, will have been duly executed by the Company and, when
authenticated in the manner provided for in the Indenture and delivered against
payment of the purchase price therefor, will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles and will be
entitled to the benefits of the Indenture.  The Exchange Notes have
been duly and validly authorized for issuance by the Company, and when issued
and authenticated in accordance with the terms of the Indenture, the
Registration Rights Agreement and the Exchange Offer, will





-5-
 constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to
or affecting enforcement of the rights and remedies of creditors or by general
principles of equity and will be entitled to the benefits of the
Indenture.  The Guarantees of the Notes on the Closing Date and the
Guarantees of the Exchange Notes when issued will be in the respective forms
contemplated by the Indenture and have been duly authorized for issuance
pursuant to this Agreement and the Indenture; the Guarantees of the Notes, at
the Closing Date, will have been duly executed by each of the Guarantors and,
when the Notes have been authenticated in the manner provided for in the
Indenture and issued and delivered against payment of the purchase price
therefor, the Guarantees of the Notes will constitute valid and binding
agreements of the Guarantors; and, when the Exchange Notes have been
authenticated in the manner provided for in the Indenture and issued and
delivered in accordance with the Registration Rights Agreement, the Guarantees
of the Exchange Notes will constitute valid and binding agreements of the
Guarantors, in each case, enforceable in accordance with their terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles and will be
entitled to the benefits of the Indenture.




(j)  Authorization of the
Indenture.  The Indenture has
been duly authorized by the Company and each Guarantor and, at the Closing Date,
will have been duly executed and delivered by the Company and each Guarantor and
will constitute a valid and binding agreement of the Company and each Guarantor,
enforceable against the Company and each Guarantor in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable
principles.




(k)  Description of the Securities and the
Indenture.  The descriptions
of the Securities, the Exchange Securities, the Indenture and the Registration
Rights Agreement contained in the Offering Memorandum conform in all material
respects to the terms of the Securities, the Exchange Securities and the
Indenture.




(l)  No Material AdverseEffect.  Except as
otherwise disclosed in the Offering Memorandum (exclusive of any amendment or
supplement thereto), subsequent to the respective dates as of which information
is given in the Offering Memorandum (exclusive of any amendment or supplement
thereto):  (i) there has been no material adverse effect, or any
development that could reasonably be expected to result in a material adverse
effect, on the condition (financial or otherwise) ,prospects, earnings, business
or properties of Parent and its subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of business (a “Material Adverse
Effect”); (ii) the Company and its subsidiaries, considered as one
entity, have not incurred any material liability or obligation, indirect, direct
or contingent, not in the ordinary course of business nor entered into any
material transaction or agreement not in the ordinary course of business; and
(iii) there has been no dividend or distribution of any kind declared, paid or
made by the Company or, except for dividends paid to the





-6-
 Company
or other subsidiaries, any of its subsidiaries on any class of capital stock or
repurchase or redemption by the Company or any of its subsidiaries of any class
of capital stock.




(m)  Independent Accountants.  PricewaterhouseCoopers
LLP, which expressed its opinion with respect to certain of the financial
statements (which term as used in this Agreement includes the related notes
thereto) and supporting schedules included or incorporated by reference in the
Offering Memorandum, is an independent registered public accounting firm within
the meaning of the Securities Act, the Exchange Act and the rules of the Public
Company Accounting Oversight Board, and any non-audit services provided by
PricewaterhouseCoopers LLP to the Company or any of the Guarantors have been
approved by the Audit Committee of the Board of Directors of the
Parent.




(n)  Preparation of the Financial
Statements.  The financial
statements, together with the related schedules and notes, included or
incorporated by reference in the Offering Memorandum present fairly in all
material respects the consolidated financial position of the entities to which
they relate as of and at the dates indicated and the results of their operations
and cash flows for the periods specified.  Such financial statements
have been prepared in conformity with generally accepted accounting principles
as applied in the United States applied on a consistent basis throughout the
periods involved, except as may be expressly stated in the related notes
thereto.  The financial data set forth in the Offering Memorandum
under the caption “Summary–Summary Selected Financial Data” fairly present the
information set forth therein on a basis consistent with that of the audited
financial statements contained or incorporated by reference in the Offering
Memorandum.  The statistical and market-related data and
forward-looking statements included or incorporated by reference in the Offering
Memorandum are based on or derived from sources that Parent, the Company and
their subsidiaries believe to be reliable and accurate in all material respects
and represent their good faith estimates that are made on the basis of data
derived from such sources.




(o)  Incorporation and Good Standing of
the Company, the Guarantors and each of their Subsidiaries.  Each of the
Company, the Guarantors and their respective subsidiaries has been duly
incorporated or formed, as applicable, and is validly existing as a corporation,
limited partnership or limited liability company, as applicable, in good
standing under the laws of the jurisdiction of its incorporation or formation,
as applicable, and has corporate, partnership or limited liability company, as
applicable, power and authority to own, lease and operate its properties and to
conduct its business as described in the Offering Memorandum and, in the case of
the Company and the Guarantors, to enter into and perform its obligations under
each of this Agreement, the Registration Rights Agreement, the DTC Agreement,
the Securities, the Exchange Securities and the Indenture.  Each of
the Company, the Guarantors and their respective subsidiaries is duly qualified
as a foreign corporation, limited partnership or limited liability company, as
applicable, to transact business and is in good standing or equivalent status in
each jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except for such
jurisdictions where the failure to so qualify or to be in good standing (i)
would not reasonably be expected to have a material adverse effect on the
performance of this





-7-
 Agreement,
the Registration Rights Agreement, the DTC Agreement, the Securities, the
Exchange Securities and the Indenture, or the consummation of any of the
transactions contemplated hereby or thereby or (ii) would not, individually or
in the aggregate, result in a Material Adverse Effect.  All the
outstanding shares of capital stock or limited liability company interests of
each of the Company, the Guarantors and each of their respective subsidiaries
have been duly authorized and validly issued and are fully paid and
nonassessable and, except as otherwise set forth in the Offering Memorandum, all
outstanding shares of capital stock or limited liability company interests of
each subsidiary are owned by Parent either directly or through wholly owned
subsidiaries free and clear of any security interest, mortgage, pledge, lien,
encumbrance or claim. Parent does not own or control, directly or indirectly,
any corporation, association or other entity other than the subsidiaries listed
in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2009.




(p)  Non-Contravention of Existing
Instruments; No Further Authorizations or Approvals Required.Neither the
Company, the Guarantors nor any of their respective subsidiaries is (i) in
violation of its charter, bylaws or other constitutive document; (ii) in default
(or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture,
mortgage, loan or credit agreement, note, contract, franchise, lease or other
instrument to which the Company, any Guarantor or any of their respective
subsidiaries is a party or by which it or any of them may be bound (including
without limitation, the Existing Credit Facility and the 2012 Indenture or to
which any of the property or assets of the Company, any Guarantor or any of
their respective subsidiaries is subject (each, an “Existing Instrument”); or
(iii) in violation under any statute, law, rule, regulation, judgment,
order or decree applicable to the Company, any Guarantor or any of their
respective subsidiaries of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over the
Company, any Guarantor or any such subsidiary or any of its properties, as
applicable, except, in the case of clauses (ii) and (iii) above where such
violation or Default, either individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.  The
Company’s and each Guarantors execution, delivery and performance of this
Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture,
the New Credit Facilities, the issuance and delivery of the Securities and the
Exchange Securities, the consummation of any other of the transactions
contemplated hereby and thereby and by the Offering Memorandum, and the
performance by the Company or any Guarantor of its obligations hereunder or
thereunder (i) have been duly authorized by all necessary corporate action and
will not result in any violation of the provisions of the charter, bylaws or
other constitutive document of the Company, any Guarantor or any of their
respective subsidiaries, (ii) will not conflict with or constitute a breach of,
or Default or a Debt Repayment Triggering Event (as defined below) under, or
result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company, any Guarantor or any of their respective
subsidiaries pursuant to, or require the consent of any other party to, any
Existing Instrument and (iii) will not result in the violation of any
statute, law, rule, regulation, judgment, order or decree applicable to the
Company, any Guarantor or any of their respective subsidiaries of any court,
regulatory body, administrative agency, governmental body, arbitrator or other
authority having





-8-
 jurisdiction
over the Company, any Guarantor or any of their respective subsidiaries or any
of its or their properties, as applicable, except, in the case of clauses (ii)
and (iii) above, where such conflicts, breaches, Defaults, liens, charges or
encumbrances, either individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.  No consent, approval,
authorization or other order of, or registration or filing with, any court or
other governmental or regulatory authority or agency is required for the
Company’s execution, delivery and performance of this Agreement, the
Registration Rights Agreement, the DTC Agreement or the Indenture, or the
issuance and delivery of the Securities or the Exchange Securities, or
consummation of the transactions contemplated hereby and thereby and by the
Offering Memorandum, except such as have been obtained or made by the Company
and are in full force and effect under the Securities Act, applicable securities
laws of the several states of the United States or provinces of Canada and
except such as may be required by the securities laws of the several states of
the United States or provinces of Canada with respect to the Company’s
obligations under the Registration Rights Agreement.  As used herein,
a “Debt Repayment Triggering
Event” means any event or condition which gives, or with the giving of
notice or lapse of time would give, the holder of any note, debenture or other
evidence of indebtedness (or any person acting on such holder’s behalf) the
right to require the repurchase, redemption or repayment of all or a portion of
such indebtedness by the Parent or any of its subsidiaries.




(q)  No Material Actions or
Proceedings.  No action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the
Company, any Guarantor or any of their respective subsidiaries or properties is
pending or, to the knowledge of Parent and the Company, threatened that would
reasonably be expected to have a Material Adverse Effect, except as set forth in
or contemplated in the Offering Memorandum (exclusive of any amendment or
supplement thereto).




(r)  Intellectual Property
Rights.  Parent and its
subsidiaries own, possess, license or otherwise have the right to use, all
patents, trademarks, service marks, trade names, copyrights, Internet domain
names (in each case including all registrations and applications to register
same), inventions, trade secrets, technology, know-how and other intellectual
property necessary for the conduct of Parent’s and its subsidiaries’ business as
now conductedand
as currently proposed to be conducted (collectively, the “Intellectual Property”),
except where the failure to own, possess, license or have the right to so use
would not reasonably be expected to have a Material Adverse
Effect.  Except as set forth in the Offering Memorandum, and except as
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, (i) Parent or one of its subsidiaries owns, or has
the right to use, all the Intellectual Property free and clear in all material
respects of all adverse claims, liens or other encumbrances; (ii) to the
knowledge of Parent and the Company, there is no material infringement by third
parties of any such Intellectual Property; (iii) there is no pending or, to
the knowledge of Parent and the Company,





-9-
 threatened
action, suit, proceeding or claim by any third party challenging Parent’s or its
subsidiaries’ rights in or to any such Intellectual Property, and the Company is
unaware of any facts that would form a reasonable basis for any such claim;
(iv) there is no pending or, to the knowledge of Parent and the Company,
threatened action, suit, proceeding or claim by any third party challenging the
validity or scope of any such Intellectual Property, and the Company is unaware
of any facts that would form a reasonable basis for any such claim; and
(v) there is no pending or threatened action, suit, proceeding or claim by
others that Parent or any subsidiary infringes or otherwise violates any patent,
trademark, copyright, trade secret or other intellectual property rights of any
third party, and the Company is unaware of any fact that would form a reasonable
basis for any such claim.




(s)  All Necessary Permits, etc.  Each of the
Company, the Guarantors and their respective subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the appropriate U.S.
federal, state or non-U.S. regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such licenses,
certificates, permits or other authorizations would not reasonably be expected
to have a Material Adverse Effect, and neither the Company, the Guarantors nor
any of their respective subsidiaries have received any notice of proceedings
relating to the revocation or modification of any such license, certificate,
authorization or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would reasonably be expected to have a
Material Adverse Effect, except as discussed in the Offering Memorandum
(exclusive of any amendment or supplement thereto).




(t)  Title to Properties.  Each of the
Company, the Guarantors and their respective subsidiaries owns or leases all
such properties as are necessary to the conduct of their respective operations
as presently conducted, except where the failure to own or lease a property or
properties would not reasonably be expected to have a Material Adverse
Effect.




(u)  Tax Law Compliance.  Each of the
Company, the Guarantors and each of their subsidiaries has filed all non-U.S.,
U.S. federal, state and local tax returns that are required to be filed or has
requested extensions thereof (except in any case in which the failure so to file
would not have a Material Adverse Effect and except as set forth in or
contemplated in the Offering Memorandum (exclusive of any amendment or
supplement thereto)) and has paid all taxes required to be paid by it and any
other assessment, fine or penalty levied against it, to the extent that any of
the foregoing is due and payable, except for any such assessment, fine or
penalty that is currently being contested in good faith or the non-payment of
which would not reasonably be expected to have a Material Adverse Effect and
except as set forth in or contemplated in the Offering Memorandum (exclusive of
any amendment or supplement thereto).




(v)  Company and Guarantors Not an
“Investment Company”.  The Company has
been advised of the rules and requirements under the Investment Company Act of
1940, as amended (the “Investment Company Act,” which
term, as used herein, includes the rules and regulations of the Commission
promulgated thereunder).  Neither the Company nor any Guarantor is, or
after receipt of payment for the Securities will be, an “investment company”
within the meaning of the Investment Company Act and will conduct its business
in a manner so that it will not become subject to the Investment Company
Act.




-10-


(w)  Insurance.  Each of
the Company, the Guarantors and their subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are prudent and customary in the businesses in which they are
engaged.




(x)  No Price Stabilization or
Manipulation.  None of the
Company or any of the Guarantors has taken or will take, directly or indirectly,
any action designed to or that might be reasonably expected to cause or result,
in stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.




(y)  Solvency.  Each of the
Company and the Guarantors is, and immediately after the Closing Date will be,
Solvent.  As used herein, the term “Solvent” means, with respect
to any person on a particular date, that on such date (i) the fair market value
of the assets of such person is greater than the total amount of liabilities
(including contingent liabilities) of such person, (ii) the present fair salable
value of the assets of such person is greater than the amount that will be
required to pay the probable liabilities of such person on its debts as they
become absolute and matured, (iii) such person is able to realize upon its
assets and pay its debts and other liabilities, including contingent
obligations, as they mature and (iv) such person does not have unreasonably
small capital.




(z)  Compliance with
Sarbanes-Oxley.  Parent and its subsidiaries and their
respective officers and directors are in compliance with the applicable
provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which
term, as used herein, includes the rules and regulations of the Commission
promulgated thereunder).




(aa)  Company’s Accounting
System.  Parent and its subsidiaries, on a consolidated basis,
maintain a system of internal controls over financial reporting (as such term is
defined in Rule 13a-15(f) under the Exchange Act) that is in compliance with the
Exchange Act and is designed to provide reasonable assurances
that:  (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles as applied in the United States and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.  Parent’s independent registered public accounting firm
and the Audit Committee of the Board of Directors of Parent have been advised
of:  (i) any significant deficiencies or material weaknesses in
the design or operation of internal control over financial reporting which could
adversely affect Parent’s ability to record, process, summarize, and report
financial data; and (ii) any fraud, whether or not material, that involves
management or other employees who have a role in Parent’s internal control over
financial reporting; and since the date of the most recent evaluation of such
internal control, there have been no significant changes in internal control or
in other factors that could significantly affect internal control, including any
corrective actions with regard to significant deficiencies and material
weaknesses.




-11-


(bb)  Disclosure Controls and
Procedures.  Parent has established and maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15e and 15d-15
under the Exchange Act) that are designed to ensure that material information
relating to Parent and its subsidiaries is made known to the chief executive
officer and chief financial officer of Parent by others within Parent or any of
its subsidiaries, and such disclosure controls and procedures are reasonably
effective to perform the functions for which they were established subject to
the limitations of any such control system.




(cc)  Regulations T, U,
X.Neither the Company nor any Guarantor nor any of their
respective subsidiaries nor any agent thereof acting on their behalf has taken,
and none of them will take, any action that might cause this Agreement or the
issuance or sale of the Securities to violate Regulation T, Regulation U or
Regulation X of the Board of Governors of the Federal Reserve
System.




(dd)  Compliance with and Liability under
Environmental Laws.  Except as would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse
Effect:  (i) each of Parent and its subsidiaries and their respective
operations and facilities, and to the knowledge of Responsible Officers (defined
below) of the Parent and the Company the operations, real property and other
assets of the persons providing manufacturing, warehousing and/or distribution
services to Parent and each of its Subsidiaries (in each case solely to the
extent related to the performance of such services) (“Service Contractors”), and
their respective operations and facilities, are in compliance with, and not
subject to any known liabilities under, applicable Environmental Laws, which
compliance includes, without limitation, having obtained and being in compliance
with any permits, licenses or other governmental authorizations or approvals,
and having made all filings and provided all financial assurances and notices,
required for the ownership and operation of their respective businesses,
properties and facilities  under applicable Environmental Laws, and
compliance with the terms and conditions thereof; (ii) neither Parent nor any of
its subsidiaries has received any written communication, whether from a
governmental authority, citizens group, employee or otherwise, that alleges that
Parent or any of its subsidiaries is in violation of any Environmental Law;
(iii) there is no claim, action or cause of action filed with a court or
governmental authority, no investigation with respect to which Parent has
received written notice, and no written notice by any person or entity alleging
actual or potential liability on the part of Parent or any of its subsidiaries
based on or pursuant to any Environmental Law pending or, to the knowledge of
Parent and the Company, threatened against Parent or any of its subsidiaries or
any person or entity whose liability under or pursuant to any Environmental Law
Parent or any of its subsidiaries has retained or assumed either contractually
or by operation of law; (iv) neither Parent nor any of its subsidiaries is
conducting or paying for, in whole or in part, any investigation, response or
other corrective action pursuant to any Environmental Law at any site or
facility, nor is any of them subject or a party to any order, judgment, decree,
contract or agreement which imposes any obligation or liability under any
Environmental Law; (v) no lien, charge, encumbrance or restriction has been
recorded pursuant to any Environmental Law with respect to any assets, facility
or property owned, operated or leased by Parent or any of its subsidiaries; and
(vi) there are no past or present actions, activities, circumstances, conditions
or occurrences, including, without limitation, the Release or threatened Release
of any Material of Environmental Concern





-12-
 or
distribution of any product,, that could reasonably be expected to result in a
violation of or liability under any Environmental Law on the part of Parent or
any of its subsidiaries, or to the knowledge of the Responsible Officers of the
Parent and the Company on the part of any Service Contractor, including without
limitation, any such liability which Parent or any of its subsidiaries has
retained or assumed either contractually or by operation of
law.




For
purposes of this Agreement, “Environment” means ambient
air, indoor air, surface water, groundwater, drinking water, soil, surface and
subsurface strata, and natural resources such as wetlands, flora and fauna.
“Environmental Laws”
means the common law and all federal, state, local and foreign laws or
regulations, ordinances, codes, orders, decrees, judgments and injunctions
issued, promulgated or entered thereunder, relating to pollution or protection
of the Environment or human health, including without limitation, those relating
to (i) the Release or threatened Release of Materials of Environmental Concern;
and (ii) the manufacture, processing, distribution, use, generation, treatment,
storage, transport, handling or recycling of Materials of Environmental
Concern.  “Materials
of Environmental Concern” means any substance, material, pollutant,
contaminant, chemical, waste, compound, or constituent, in any form, including
without limitation, petroleum and petroleum products, and pesticides, subject to
regulation or which can give rise to liability under any Environmental
Law.  “Release” means any release,
spill, emission, discharge, deposit, disposal, leaking, pumping, pouring,
dumping, emptying, injection or leaching into the Environment, or into, from or
through any building, structure or facility.  For purposes of this
Section 1(dd) only, “Responsible Officer” means,
with respect to any person, any of the principal executive officers, managing
members or general partners of such person but, in any event, with respect to
financial matters, the chief financial officer of such person.




(ee)  ERISA Compliance.  Parent and its
subsidiaries and any “employee benefit plan” (as defined under the Employee
Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used
herein, includes the regulations and published interpretations thereunder)
established or maintained by Parent, its subsidiaries or their ERISA Affiliates
(as defined below) are in compliance in all material respects with ERISA and, to
the knowledge of Parent and the Company, each “multiemployer plan” (as defined
in Section 4001 of ERISA) to which Parent, its subsidiaries or an ERISA
Affiliate contributes (a “Multiemployer Plan”) is in
compliance in all material respects with ERISA.  “ERISA Affiliate” means, with
respect to Parent or a subsidiary, any member of any group of organizations
described in Section 414 of the Internal Revenue Code of 1986 (as amended,
the “Code,” which term,
as used herein, includes the regulations and published interpretations
thereunder) of which Parent or such subsidiary is a member.  No
“reportable event” (as defined under ERISA) has occurred or is reasonably
expected to occur with respect to any “employee benefit plan” established or
maintained by Parent, its subsidiaries or any of their ERISA
Affiliates.  No “single employer plan” (as defined in Section 4001 of
ERISA) established or maintained by Parent, its subsidiaries or any of their
ERISA Affiliates, if such “employee benefit plan” were terminated, would have
any “amount of unfunded benefit liabilities” (as defined under
ERISA).  Neither Parent, its subsidiaries nor any of their ERISA
Affiliates has incurred or reasonably expects to incur any liability under (i)
Title IV of ERISA with respect to termination of, or withdrawal





-13-
 from, any
“employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the
Code.  Each “employee benefit plan” established or maintained by
Parent, its subsidiaries or any of their ERISA Affiliates that is intended to be
qualified under Section 401 of the Code is so qualified and nothing has
occurred, whether by action or failure to act, which would cause the loss of
such qualification.




(ff)  Compliance with Labor
Laws.  Except as would not, individually or in the aggregate,
result in a Material Adverse Effect, (i) there is (A) no unfair labor practice
complaint pending or, to the knowledge of Parent and the Company, threatened
against Parent or any of its subsidiaries before the National Labor Relations
Board, and no grievance or arbitration proceeding arising out of or under
collective bargaining agreements pending, or to the knowledge of Parent and the
Company, threatened, against Parent or any of its subsidiaries, (B) no strike,
labor dispute, slowdown or stoppage pending or, to the knowledge of Parent and
the Company, threatened against Parent or any of its subsidiaries and (C) no
union representation question existing with respect to the employees of Parent
or any of its subsidiaries and, to the knowledge of Parent and the Company, no
union organizing activities taking place and (ii) there has been no violation of
any federal, state or local law relating to discrimination in hiring, promotion
or pay of employees or of any applicable wage or hour laws.




(gg)  Related Party
Transactions.  No relationship, direct or indirect, exists
between or among any of Parent or any Affiliate of Parent, on the one hand, and
any director, officer, member, stockholder, customer or supplier of Parent or
any Affiliate of Parent, on the other hand, which would be required by Item 404
of the Commission’s Regulation S-K to be disclosed which is not so disclosed in
the Offering Memorandum.  There are no outstanding loans, advances
(except advances for business expenses in the ordinary course of business) or
guarantees of indebtedness by Parent or any Affiliate of Parent to or for the
benefit of any of the officers or directors of Parent or any Affiliate of Parent
or any of their respective family members.




(hh)  No Unlawful Contributions or Other
Payments.  Neither Parent
nor any of its subsidiaries nor, to the knowledge of Parent and the Company, any
director, officer, agent, employee or Affiliate of Parent or any of its
subsidiaries is aware of or has taken any action, directly or indirectly, that
would result in a violation by such persons of the FCPA (as defined below),
including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer,
payment, promise to pay or authorization of the payment of any money, or other
property, gift, promise to give, or authorization of the giving of anything of
value to any “foreign official” (as such term is defined in the FCPA) or any
foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA and Parent, its subsidiaries and,
to the knowledge of Parent and the Company, its Affiliates have conducted their
businesses in compliance with the FCPA and have instituted and maintain policies
and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.




“FCPA” means Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations
thereunder.




-14-


(ii)  No Conflict with Money Laundering
Laws.  The operations of Parent and its subsidiaries are and
have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of
all applicable jurisdictions, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines issued, administered or
enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving Parent or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the knowledge of
Parent and the Company, threatened.




(jj)  No Conflict with OFAC
Laws.  Neither Parent nor any of its subsidiaries nor, to the
knowledge of Parent and the Company, any director, officer, agent, employee or
Affiliate of Parent or any of its subsidiaries is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by
OFAC.




(kk)  Regulation S.  The
Company, the Guarantors and their respective Affiliates and all persons acting
on their behalf (other than the Initial Purchasers, as to whom the Company and
the Guarantors make no representation) have complied with and will comply with
the offering restrictions requirements of Regulation S in connection with the
offering of the Securities outside the United States and, in connection
therewith, the Offering Memorandum will contain the disclosure required by Rule
902.  The Securities sold in reliance on Regulation S will be
represented upon issuance by a temporary global security that may not be
exchanged for definitive securities until the expiration of the 40-day
restricted period referred to in Rule 903 of the Securities Act and only upon
certification of beneficial ownership of such Securities by non-U.S. persons or
U.S. persons who purchased such Securities in transactions that were exempt from
the registration requirements of the Securities Act.




Any
certificate signed by an officer of the Company or any Guarantor and delivered
to the Initial Purchasers or to counsel for the Initial Purchasers shall be
deemed to be a representation and warranty by the Company or such Guarantor to
each Initial Purchaser as to the matters set forth therein.




SECTION
2.  Purchase,
Sale and Delivery of the Securities.




(a)  The Securities.  Each of the
Company and the Guarantors agrees to issue and sell to the Initial Purchasers,
severally and not jointly, all of the Securities, and the Initial Purchasers
agree, severally and not jointly, to purchase from the Company and the
Guarantors the aggregate principal amount of Securities set forth opposite their
names on Schedule
A, at a purchase price of 96.564% of the principal amount thereof payable
on the Closing Date, in each case, on the basis of the representations,
warranties and agreements herein contained, and upon the terms, subject to the
conditions thereto, herein set forth.




-15-


(b)  The Closing Date.  Delivery of
certificates for the Securities in definitive form to be purchased by the
Initial Purchasers and payment therefor shall be made at the offices of Cahill
Gordon & Reindel llp,80 Pine Street,
New York, New York 10005(or such other
place as may be agreed to by the Company and the Representatives) at 9:00 a.m.
New York City time, on March 24, 2010, or such other time and date as the
Representatives shall designate by notice to the Company (the time and date of
such closing are called the “Closing Date”).  The
Company hereby acknowledges that circumstances under which the Representatives
may provide notice to postpone the Closing Date as originally scheduled include,
but are in no way limited to, any determination by the Company or the Initial
Purchasers to recirculate to investors copies of an amended or supplemented
Offering Memorandum or a delay as contemplated by the provisions of Section 17
hereof.




(c)  Delivery of the
Securities.The
Company shall deliver, or cause to be delivered, to the Representatives for the
accounts of the several Initial Purchasers certificates for the Securities at
the Closing Date against the irrevocable release of a wire transfer of
immediately available funds for the amount of the purchase price
therefor.  The certificates for the Securities shall be in such
denominations and registered in the name of Cede & Co., as nominee of the
Depositary, pursuant to the DTC Agreement, and shall be made available for
inspection on the business day preceding the Closing Date at a location in New
York City, as the Representatives may designate.  Time shall be of the
essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Initial Purchasers.




(d)  Initial Purchasers as Qualified
Institutional Buyers.  Each Initial
Purchaser severally and not jointly represents and warrants to, and agrees with,
the Company that:




(i)  this
Agreement has been duly authorized, executed and delivered by each Initial
Purchaser;




(ii)  it will
offer and sell Securities only to (a) persons who it reasonably believes are
“qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional
Buyers”) in transactions meeting the requirements of Rule 144A or (b)
upon the terms and conditions set forth in Annex I to this
Agreement;




(iii)  it is an
institutional “accredited investor” within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act; and




(iv)  it will
not offer or sell Securities by, any form of general solicitation or general
advertising, including but not limited to the methods described in Rule 502(c)
under the Securities Act.




SECTION
3.  Additional Covenants.  Each of the
Company and the Guarantors further covenants and agrees with each Initial
Purchaser as follows:




(a)  Preparation of Final Offering
Memorandum; Initial Purchasers’ Review of Proposed Amendments and
Supplements and Company
Additional Written Communications.  As promptly as practicable
following the Time of Sale and in any event not later than the second business
day following the date hereof, the Company shall prepare and deliver to the
Initial Purchasers the Final Offering Memorandum, which shall





-16-
 consist
of the Preliminary Offering Memorandum as modified only by the information
contained in the Pricing Supplement.  The Company shall not amend or
supplement the Preliminary Offering Memorandum or the Pricing
Supplement.  The Company shall not amend or supplement the Final
Offering Memorandum prior to the Closing Date unless the Representatives shall
previously have been furnished a copy of the proposed amendment or supplement at
least two business days prior to the proposed use or filing, and shall not have
objected to such amendment or supplement.  Before making, preparing,
using, authorizing, approving or distributing any Company Additional Written
Communication, the Company shall furnish to the Representatives a copy of such
written communication for review and shall not make, prepare, use, authorize,
approve or distribute any such written communication to which the
Representatives reasonably object.




(b)  Amendments and Supplements to the
Final Offering Memorandum and Other Securities Act Matters.  If at any time
prior to the Closing Date (i) any event shall occur or condition shall exist as
a result of which any of the Pricing Disclosure Package as then amended or
supplemented would include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading or
(ii) it is necessary to amend or supplement any of the Pricing Disclosure
Package to comply with law, the Company and the Guarantors will immediately
notify the Initial Purchasers thereof and forthwith prepare and (subject to
Section 3(a) hereof) furnish to the Initial Purchasers such amendments or
supplements to any of the Pricing Disclosure Package as may be necessary so that
the statements in any of the Pricing Disclosure Package as so amended or
supplemented will not, in the light of the circumstances under which they were
made, be misleading or so that any of the Pricing Disclosure Package will comply
with all applicable law.  If, prior to the completion of the placement
of the Securities by the Initial Purchasers with the Subsequent Purchasers, any
event shall occur or condition exist as a result of which it is necessary to
amend or supplement the Final Offering Memorandum, as then amended or
supplemented, in order to make the statements therein, in the light of the
circumstances when the Final Offering Memorandum is delivered to a Subsequent
Purchaser, not misleading, or if in the judgment of the Representatives or
counsel for the Initial Purchasers it is otherwise necessary to amend or
supplement the Final Offering Memorandum to comply with law, the Company and the
Guarantors agree to promptly prepare (subject to Section 3 hereof), file with
the Commission and furnish at its own expense to the Initial Purchasers,
amendments or supplements to the Final Offering Memorandum so that the
statements in the Final Offering Memorandum as so amended or supplemented will
not, in the light of the circumstances at the Closing Date and at the time of
sale of Securities, be misleading or so that the Final Offering Memorandum, as
amended or supplemented, will comply with all applicable law.




Following
the consummation of the Exchange Offer or the effectiveness of an applicable
shelf registration statement and for so long as the Securities are outstanding
if, in the judgment of the Representatives, or any of their Affiliates are
required to deliver a prospectus in connection with sales of, or market-making
activities with respect to, the Securities, to periodically amend the applicable
registration statement so that the information contained therein complies with
the requirements of Section 10 of the Securities Act, to amend the applicable
registration statement or supplement the related prospectus or the





-17-
 documents
incorporated therein when necessary to reflect any material changes in the
information provided therein so that the registration statement and the
prospectus will not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances existing as of the date the prospectus is so
delivered, not misleading and to provide the Initial Purchasers with copies of
each amendment or supplement filed and such other documents as the Initial
Purchasers may reasonably request.




The
Company hereby expressly acknowledges that the indemnification and contribution
provisions of Sections 8 and 9 hereof are specifically applicable and
relate to each offering memorandum, registration statement, prospectus,
amendment or supplement referred to in this Section 3.




(c)  Copies of the Offering
Memorandum.  The Company
agrees to furnish the Initial Purchasers, without charge, as many copies of the
Pricing Disclosure Package and the Final Offering Memorandum and any amendments
and supplements thereto as they shall reasonably request.




(d)  Blue Sky Compliance.  Each of the
Company and the Guarantors shall cooperate with the Representatives and counsel
for the Initial Purchasers to qualify or register (or to obtain exemptions from
qualifying or registering) all or any part of the Securities for offer and sale
under the securities laws of the several states of the United States, the
provinces of Canada or any other jurisdictions designated by the
Representatives, and shall comply with such laws and shall continue such
qualifications, registrations and exemptions in effect so long as required for
the distribution of the Securities.  None of the Company or any of the
Guarantors will be required to qualify as a foreign corporation or to take any
action that would subject it to general service of process in any such
jurisdiction where it is not presently qualified or where it would be subject to
taxation as a foreign corporation.  The Company shall advise the
Representatives promptly of the suspension of the qualification or registration
of (or any such exemption relating to) the Securities for offering, sale or
trading in any jurisdiction or any initiation or threat of any proceeding for
any such purpose, and in the event of the issuance of any order suspending such
qualification, registration or exemption, each of the Company and the Guarantors
shall use its commercially reasonable efforts to obtain the withdrawal thereof
at the earliest possible moment.




(e)  Use of Proceeds.  The Company shall
apply the net proceeds from the sale of the Securities sold by it in the manner
described under the caption “Use of Proceeds” in the Pricing Disclosure
Package.




(f)  The Depositary.  The
Company shall cooperate with the Initial Purchasers and use its commercially
reasonable efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of the Depositary.




(g)  Additional Issuer
Information.  Prior to the
completion of the placement of the Securities by the Initial Purchasers with the
Subsequent Purchasers, Parent shall file, on a timely basis, with the Commission
and the New York Stock Exchange (the





-18-
 “NYSE”) all reports and
documents required to be filed under Section 13 or 15 of the Exchange
Act.  Additionally, at any time when Parent is not subject to Section
13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners
from time to time of the Securities, Parent shall furnish, at its expense, upon
request, to holders and beneficial owners of Securities and prospective
purchasers of Securities information satisfying the requirements of
Rule 144A(d).




(h)  Agreement Not To Offer or Sell
Additional Securities.  During the period
of 90 days following the date hereof, the Company will not, without the prior
written consent of the Representatives (which consent may be withheld at the
sole discretion of the Representatives), directly or indirectly, sell, offer,
contract or grant any option to sell, pledge, transfer or establish an open “put
equivalent position” within the meaning of Rule 16a-1 under the Exchange Act, or
otherwise dispose of or transfer, or announce the offering of, or file any
registration statement under the Securities Act in respect of, any debt
securities of the Company or securities exchangeable for or convertible into
debt securities of the Company (other than as contemplated by this Agreement and
to register the Exchange Securities).




(i)  Future Reports to the Initial
Purchasers.  Whether or not
required by the Commission, so long as any Notes are outstanding, the Parent
will furnish to the holders of Notes, within the time periods specified in the
Commission’s rules and regulations for a company subject to reporting under
Section 13(a) or 15(d) of the Exchange Act:




(1)          all
quarterly and annual financial information of the Parent that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if the
Parent were required to file such forms, including a “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and, with respect
to the annual information only, a report on the annual financial statements by
the Parent’s certified independent accountants; and




(2)          all
current reports that would be required to be filed with the Commission on Form
8-K if the Parent were required to file such reports.




In
addition, whether or not required by the Commission, the Parent will file a copy
of all of the information and reports referred to in clauses (1) and (2)
above with the Commission for public availability within the time periods
specified in the Commission’s rules and regulations for a company subject to
reporting under Section 13(a) or 15(d) of the Exchange Act (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon
request.  Notwithstanding the foregoing, to the extent the Parent
files the information and reports referred to in clauses (1) and (2) above with
the Commission and such information is publicly available on the Internet, the
Parent shall be deemed to be in compliance with its obligations to furnish such
information to the holders of the Notes and to make such information available
to securities analysts and prospective investors.




-19-


(j)  No Integration.  The Company
agrees that it will not and will cause its Affiliates not to make any offer or
sale of securities of the Company of any class if, as a result of the doctrine
of “integration” referred to in Rule 502 under the Securities Act, such offer or
sale would render invalid (for the purpose of (i) the sale of the Securities by
the Company to the Initial Purchasers, (ii) the resale of the Securities by the
Initial Purchasers to Subsequent Purchasers or (iii) the resale of the
Securities by such Subsequent Purchasers to others) the exemption from the
registration requirements of the Securities Act provided by Section 4(2) thereof
or by Rule 144A or by Regulation S thereunder or otherwise.




(k)  No General Solicitation or Directed
Selling Efforts.  The Company agrees that it will not and will
not permit any of its Affiliates or any other person acting on its or their
behalf (other than the Initial Purchasers, as to which no covenant is given) to
(i) solicit offers for, or offer or sell, the Securities 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(2) of the Securities Act or (ii) engage in any directed
selling efforts with respect to the Securities within the meaning of Regulation
S, and the Company will and will cause all such persons to comply with the
offering restrictions requirement of Regulation S with respect to the
Securities.




(l)  No Restricted
Resales.  The Company will not, and will not permit any of its
Affiliates to resell any of the Notes that have been reacquired by any of
them.




(m)  Legended Securities.  Each certificate
for a Security will bear the legend contained in “Transfer Restrictions” in the
Preliminary Offering Memorandum for the time period and upon the other terms
stated in the Preliminary Offering Memorandum.




The
Representatives on behalf of the several Initial Purchasers, may, in their sole
discretion, waive in writing the performance by the Company or any Guarantor of
any one or more of the foregoing covenants or extend the time for their
performance.




SECTION
4.  Payment of Expenses.  Each of the
Company and the Guarantors agrees to pay all costs, fees and expenses incurred
in connection with the performance of its obligations hereunder and in
connection with the transactions contemplated hereby, including, without
limitation, (i) all expenses incident to the issuance and delivery of the
Securities (including all printing and engraving costs), (ii) all necessary
issue, transfer and other stamp taxes in connection with the issuance and sale
of the Securities to the Initial Purchasers, (iii) all fees and expenses of the
Company’s and the Guarantors’ counsel, independent public or certified public
accountants and other advisors, (iv) all costs and expenses incurred in
connection with the preparation, printing, filing, shipping and distribution of
the Pricing Disclosure Package and the Final Offering Memorandum (including
financial statements and exhibits), and all amendments and supplements thereto,
this Agreement, the Registration Rights Agreement, the Indenture, the DTC
Agreement and the Notes and Guarantees, (v) all filing fees, attorneys’ fees and
expenses incurred by the Company, the Guarantors or the Initial Purchasers in
connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Securities for offer
and sale under the securities laws of the several states of the United





-20-
 States,
the provinces of Canada or other jurisdictions designated by the Initial
Purchasers (including, without limitation, the cost of preparing, printing and
mailing preliminary and final blue sky or legal investment memoranda and any
related supplements to the Pricing Disclosure Package or the Final Offering
Memorandum), (vi) the fees and expenses of the Trustee, including the fees and
disbursements of counsel for the Trustee in connection with the Indenture, the
Securities and the Exchange Securities, (vii) any fees payable in connection
with the rating of the Securities or the Exchange Securities with the ratings
agencies, (viii) any filing fees incident to, and any reasonable fees and
disbursements of counsel to the Initial Purchasers in connection with the review
by FINRA, if any, of the terms of the sale of the Securities or the Exchange
Securities, (ix) all fees and expenses (including reasonable fees and expenses
of counsel) of the Company and the Guarantors in connection with approval of the
Securities by the Depositary for “book-entry” transfer, and the performance by
the Company and the Guarantors of their respective other obligations under this
Agreement and (x) all expenses incident to the “road show” for the offering
of the Securities, including the cost of any chartered airplane or other
transportation.  Except as provided in this Section 4 and
Sections 6, 8 and 9 hereof, the Initial Purchasers shall pay their own
expenses, including the fees and disbursements of their
counsel.




SECTION
5.  Conditions of the Obligations of the
Initial Purchasers.  The obligations
of the several Initial Purchasers to purchase and pay for the Securities as
provided herein on the Closing Date shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Guarantors set
forth in Section 1 hereof as of the date hereof and as of the Closing Date as
though then made and to the timely performance by the Company of its covenants
and other obligations hereunder, and to each of the following additional
conditions:




(a)  Accountants’ Comfort
Letter.On the date
hereof, the Initial Purchasers shall have received from PricewaterhouseCoopers
LLP, the independent registered public accounting firm for the Company, a
“comfort letter” dated the date hereof addressed to the Initial Purchasers, in
form and substance satisfactory to the Representatives, covering the financial
information in the Pricing Disclosure Package and other customary
matters.  In addition, on the Closing Date, the Initial Purchasers
shall have received from such accountants a “bring-down comfort letter” dated
the Closing Date addressed to the Initial Purchasers, in form and substance
satisfactory to the Representatives, in the form of the “comfort letter”
delivered on the date hereof, except that (i) it shall cover the financial
information in the Final Offering Memorandum and any amendment or supplement
thereto and (ii) procedures shall be brought down to a date no more than 5 days
prior to the Closing Date.




(b)  No Material Adverse Effect or Ratings
Agency Change.  For the period
from and after the date of this Agreement and prior to the Closing
Date:




(i)  in the
judgment of the Representatives there shall not have occurred any Material
Adverse Effect; and




(ii)  there
shall not have occurred any downgrading, nor shall any notice have been given of
any intended or potential downgrading or of any review for a possible change
that does not indicate the direction of the possible change, in the rating
accorded the Company or any of its subsidiaries or any of their
securi-





-21-


ties or
indebtedness by any “nationally recognized statistical rating organization” as
such term is defined for purposes of Rule 436 under the Securities
Act.




(c)  Opinion of Counsel for the
Company.  On the Closing
Date the Initial Purchasers shall have received the favorable opinion of Alston
& Bird LLP, counsel for the Company, dated as of the Closing Date, the form
of which is attached as Exhibit A.




(d)  Opinion of Counsel for the Initial
Purchasers.  On the Closing
Date the Initial Purchasers shall have received the favorable opinion of Cahill
Gordon & Reindel llp, counsel for the
Initial Purchasers, dated as of the Closing Date, with respect to such matters
as may be reasonably requested by the Initial Purchasers.




(e)  Officers’ Certificate.  On the Closing
Date the Initial Purchasers shall have received a written certificate executed
by the Chairman of the Board, Chief Executive Officer or President of the
Company and each Guarantor and the Chief Financial Officer or Chief Accounting
Officer of the Company and each Guarantor, dated as of the Closing Date, to the
effect set forth in Section 5(b)(ii) hereof, and further to the effect
that:




(i)  for the
period from and after the date of this Agreement and prior to the Closing Date
there has not occurred any Material Adverse Effect;




(ii)  the
representations, warranties and covenants of the Company and the Guarantors set
forth in Section 1 hereof were true and correct as of the date hereof and
are true and correct as of the Closing Date with the same force and effect as
though expressly made on and as of the Closing Date; and




(iii)  the
Company has complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to the Closing
Date.




(f)  Indenture; Registration Rights
Agreement.  The
Company and the Guarantors shall have executed and delivered the Indenture, in
form and substance reasonably satisfactory to the Initial Purchasers, and the
Initial Purchasers shall have received executed copies thereof.  The
Company and the Guarantors shall have executed and delivered the Registration
Rights Agreement, in form and substance reasonably satisfactory to the Initial
Purchasers, and the Initial Purchasers shall have received such executed
counterparts.




(g)  Tender Offer, Consent Solicitation
and Redemption of 2012 Notes.  On the Closing Date, the Initial
Payment Date (as defined in the Offer to Purchase) shall have occurred with
respect to the Tender Offer, and the requisite consents from the holders of the
2012 Notes necessary to consummate the Consent Solicitation and execute a
supplemental indenture to the 2012 Indenture with respect to the proposed
amendments to the 2012 Indenture (such proposed amendments as set forth in the
Offer to Purchase) shall have been received, and such supplemental indenture
shall have been executed by the Company, the guarantors party thereto and the
2012 Trustee, and shall be in full force and effect.  On the Closing
Date, the Company shall have delivered irrevocable instruc-





-22-
 tions to
the trustee of the 2012 Notes to redeem all 2012 Notes not tendered in
connection with the Tender Offer on or before the Expiration Date (as defined in
the Offer to Purchase) on April 15, 2010, and the Representatives shall have
received a copy of such notice.




(h)  New Credit Facilities; Release of
Collateral; Use of Proceeds.On the Closing Date, (1) the New
Credit Facilities shall be in full force and effect, (2) the Company shall have
received not less than $150,000,000 gross proceeds from the term loans
thereunder and (3) the Company shall have not less than $30,000,000 in
availability under the revolving credit facility thereunder.  The
Company shall have applied the net proceeds from such term loans and from the
sale of the Securities, and cash on hand, to purchase, redeem or otherwise
retire the 2012 Notes tendered in connection with the Tender Offer and to repay
all amounts outstanding under the Existing Credit Facility, which shall be
terminated, and all security interests in collateral securing amounts
outstanding under the Existing Credit Facility shall have been released pursuant
to documentation satisfactory to the Initial Purchasers (or arrangements for
such release satisfactory to the Initial Purchasersshall
have been made).




(i)  Additional Documents.  On or before the
Closing Date, the Initial Purchasers and counsel for the Initial Purchasers
shall have received such information, documents and opinions as they may
reasonably require for the purposes of enabling them to pass upon the issuance
and sale of the Securities as contemplated herein, or in order to evidence the
accuracy of any of the representations and warranties, or the satisfaction of
any of the conditions or agreements, herein contained.




If any
condition specified in this Section 5 is not satisfied when and as required
to be satisfied, this Agreement may be terminated by the Representatives by
notice to the Company at any time on or prior to the Closing Date, which
termination shall be without liability on the part of any party to any other
party, except that Sections 4, 6, 8 and 9 hereof shall at all times be
effective and shall survive such termination.




SECTION
6.  Reimbursement of Initial Purchasers’
Expenses.  If this Agreement
is terminated by the Representatives pursuant to Section 5 or
clauses (i) or (iv) of Section 10 hereof, including if the sale to the
Initial Purchasers of the Securities on the Closing Date is not consummated
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or to comply with any provision hereof, the Company
agrees to reimburse the Initial Purchasers, severally, upon demand for all
out-of-pocket expenses that shall have been reasonably incurred by the Initial
Purchasers in connection with the proposed purchase and the offering and sale of
the Securities, including, without limitation, fees and disbursements of
counsel, printing expenses, travel expenses, postage, facsimile and telephone
charges.




SECTION
7.  Offer, Sale and Resale
Procedures.  Each of the Initial Purchasers, on the one hand,
and the Company and each of the Guarantors, on the other hand, hereby agree to
observe the following procedures in connection with the offer and sale of the
Securities:




(a)  Offers
and sales of the Securities will be made only by the Initial Purchasers or
Affiliates thereof qualified to do so in the jurisdictions in which such offers
or sales





-23-


are
made.  Each such offer or sale shall only be made to persons whom the
offeror or seller reasonably believes to be Qualified Institutional Buyers or
non-U.S. persons outside the United States to whom the offeror or seller
reasonably believes offers and sales of the Securities may be made in reliance
upon Regulation S upon the terms and conditions set forth in Annex I hereto,
which Annex I is hereby expressly made a part hereof.




(b)  The
Securities will be offered by approaching prospective Subsequent Purchasers on
an individual basis.  No general solicitation or general advertising
(within the meaning of Rule 502 under the Securities Act) will be used in the
United States in connection with the offering of the Securities.




(c)  Upon
original issuance by the Company, and until such time as the same is no longer
required under the applicable requirements of the Securities Act, the Securities
(and all securities issued in exchange therefor or in substitution thereof,
other than the Exchange Securities) shall bear the following
legend:




“THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE
HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER
THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN
ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
IF THE COMPANY





-24-


SO
REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A) ABOVE.  NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF
THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED
HEREBY.”




Following
the sale of the Securities by the Initial Purchasers to Subsequent Purchasers
pursuant to the terms hereof, the Initial Purchasers shall not be liable or
responsible to the Company for any losses, damages or liabilities suffered or
incurred by the Company, including any losses, damages or liabilities under the
Securities Act, arising from or relating to any resale or transfer of any
Security.




SECTION
8.  Indemnification.




(a)  Indemnification of the Initial
Purchasers.  Each of the
Company and the Guarantors, jointly and severally, agrees to indemnify and hold
harmless each Initial Purchaser, its Affiliates, directors, officers and
employees, and each person, if any, who controls any Initial Purchaser within
the meaning of the Securities Act and the Exchange Act against any loss, claim,
damage, liability or expense, as incurred, to which such Initial Purchaser,
Affiliate, director, officer, employee or controlling person may become subject,
under the Securities Act, the Exchange Act or other federal or state statutory
law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the
Company), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is
based:  (i) upon any untrue statement or alleged untrue statement
of a material fact contained or incorporated by reference in the Preliminary
Offering Memorandum, the Pricing Supplement, any Company Additional Written
Communication or the Final Offering Memorandum (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or (ii) in whole
or in part upon any inaccuracy in the representations and warranties of the
Company contained herein; or (iii) in whole or in part upon any failure of
the Company to perform its obligations hereunder or under law; or (iv) any
act or failure to act or any alleged act or failure to act by any Initial
Purchaser in connection with, or relating in any manner to, the offering
contemplated hereby, and which is included as part of or referred to in any
loss, claim, damage, liability or action arising out of or based upon any matter
covered by clause (i) above, provided that the Company shall not be liable under
this clause (iv) to the extent that a court of competent jurisdiction shall have
determined by a final judgment that such loss, claim, damage, liability or
action resulted directly from any such acts or failures to act undertaken or
omitted to be taken by such Initial Purchaser through its gross negligence or
willful misconduct; and to reimburse each Initial Purchaser and each such
Affiliate, director, officer, employee or controlling person for any and all
expenses (including the fees and disbursements of counsel chosen by the
Representatives) as such ex-





-25-
 penses
are reasonably incurred by such Initial Purchaser or such Affiliate, director,
officer, employee or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the foregoing indemnity
agreement shall not apply, with respect to an Initial Purchaser, to any loss,
claim, damage, liability or expense to the extent, but only to the extent,
arising out of or based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in reliance upon and in conformity with
written information furnished to the Company by such Initial Purchaser through
the Representatives expressly for use in the Preliminary Offering Memorandum,
the Pricing Supplement, any Company Additional Written Communication or the
Final Offering Memorandum (or any amendment or supplement
thereto).  The indemnity agreement set forth in this Section 8(a)
shall be in addition to any liabilities that the Company may otherwise
have.




(b)  Indemnification of the
Companyand the
Guarantors.  Each Initial Purchaser agrees, severally and not
jointly, to indemnify and hold harmless the Company, each Guarantor, each of
their respective directors and each person, if any, who controls the Company or
any Guarantor within the meaning of the Securities Act or the Exchange Act,
against any loss, claim, damage, liability or expense, as incurred, to which the
Company, any Guarantor or any such director or controlling person may become
subject, under the Securities Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of such Initial Purchaser), insofar as such loss, claim, damage,
liability or expense (or actions in respect thereof as contemplated below)
arises out of or is based upon any untrue statement or alleged untrue statement
of a material fact contained or incorporated by reference in the Preliminary
Offering Memorandum, the Pricing Supplement, any Company Additional Written
Communication or the Final Offering Memorandum (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Preliminary Offering
Memorandum, the Pricing Supplement, any Company Additional Written Communication
or the Final Offering Memorandum (or any amendment or supplement thereto), in
reliance upon and in conformity with written information furnished to the
Company by such Initial Purchaser through the Representatives expressly for use
therein; and to reimburse the Company, any Guarantor and each such director or
controlling person for any and all expenses (including the fees and
disbursements of counsel) as such expenses are reasonably incurred by the
Company, any Guarantor or such director or controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action.  Each of the Company and the
Guarantors hereby acknowledges that the only information that the Initial
Purchasers through the Representatives have furnished to the Company expressly
for use in the Preliminary Offering Memorandum, the Pricing Supplement, any
Company Additional Written Communication or the Final Offering Memorandum (or
any amendment or supplement thereto) are the statements set forth in the second
sentence of the fifth paragraph and the sixth paragraph under the caption “Plan
of Distribution” in the Preliminary Offering Memorandum and the Final Offering
Memorandum.  The indemnity agreement set forth in this Section 8(b)
shall be in addition to any liabilities that each Initial Purchaser may
otherwise have.




-26-


(c)  Notifications and Other
Indemnification Procedures.Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party hereunder for contribution or otherwise
than under the indemnity agreement contained in this Section 8 or to the extent
it is not prejudiced (through the forfeiture of substantive rights and defenses)
as a result of such failure and shall not relieve the indemnifying party from
any liability that the indemnifying party may have to an indemnified party
otherwise than under the provisions of this Section 8 and Section
9.  In case any such action is brought against any indemnified party
and such indemnified party seeks or intends to seek indemnity from an
indemnifying party, the indemnifying party will be entitled to participate in
and, to the extent that it shall elect, jointly with all other indemnifying
parties similarly notified, by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in
conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties.  Upon receipt of notice from the
indemnifying party to such indemnified party of such indemnifying party’s
election so to assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such indemnified
party under this Section 8 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the expenses of more than
one separate counsel (together with local counsel (in each jurisdiction)),
approved by the indemnifying party (the Representatives in the case of
Sections 8(b) and 9 hereof), representing the indemnified parties who are
parties to such action) or (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action, in each of
which cases the fees and expenses of counsel shall be at the expense of the
indemnifying party.




(d)  Settlements.  The indemnifying
party under this Section 8 shall not be liable for any settlement of any
proceeding effected without its written consent, which will not be unreasonably
withheld, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by this Section 8, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall





-27-
 not have
reimbursed the indemnified party in accordance with such request or disputed in
good faith the indemnified party’s entitlement to such reimbursement prior to
the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity was or could have been sought hereunder by such
indemnified party, unless such settlement, compromise or consent (i) includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (ii) does not
include any statements as to or any findings of fault, culpability or failure to
act by or on behalf of any indemnified party.




SECTION
9.  Contribution.  If
the indemnification provided for in Section 8 hereof is for any reason held
to be unavailable to or otherwise insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the
aggregate amount paid or payable by such indemnified party, as incurred, as a
result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, from the offering of the Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantors, on the one hand, and
the Initial Purchasers, on the other hand, in connection with the statements or
omissions or inaccuracies in the representations and warranties herein which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations.  The relative benefits
received by the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company,
and the total discount received by the Initial Purchasers bear to the aggregate
initial offering price of the Securities.  The relative fault of the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact or any such inaccurate or alleged
inaccurate representation or warranty relates to information supplied by the
Company and the Guarantors, on the one hand, or the Initial Purchasers, on the
other hand, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission or
inaccuracy.




The
amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 8 hereof, any legal or other fees
or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.  The provisions set forth in
Section 8 hereof with respect to notice of commencement of any action shall
apply if a claim for contribution is to be made under this Section 9;
provided, however, that no additional notice shall be required with respect to
any action for which notice has been given under Section 8 hereof for
purposes of indemnification.




-28-


The
Company, the Guarantors and the Initial Purchasers agree that it would not be
just and equitable if contribution pursuant to this Section 9 were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section
9.




Notwithstanding
the provisions of this Section 9, no Initial Purchaser shall be required to
contribute any amount in excess of the discount received by such Initial
Purchaser in connection with the Securities distributed by it.  No
person guilty of fraudulent misrepresentation (within the meaning of Section 11
of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  The Initial
Purchasers’ obligations to contribute pursuant to this Section 9 are several,
and not joint, in proportion to their respective commitments as set forth
opposite their names in Schedule A.  For purposes of this Section 9,
each director, officer and employee of an Initial Purchaser and each person, if
any, who controls an Initial Purchaser within the meaning of the Securities Act
and the Exchange Act shall have the same rights to contribution as such Initial
Purchaser, and each director of the Company or any Guarantor, and each person,
if any, who controls the Company or any Guarantor with the meaning of the
Securities Act and the Exchange Act shall have the same rights to contribution
as the Company and the Guarantors.




SECTION
10.  Termination of this
Agreement.  Prior to the
Closing Date, this Agreement may be terminated by the Representatives by notice
given to the Company if at any time:  (i) trading or quotation in any
of the Company’s securities shall have been suspended or limited by the
Commission or by the NYSE or trading in securities generally on either the
Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum
or maximum prices shall have been generally established on any of such quotation
system or stock exchange by the Commission or FINRA; (ii) a general banking
moratorium shall have been declared by any of federal, New York or Delaware
authorities; (iii) there shall have occurred any outbreak or escalation of
national or international hostilities or any crisis or calamity, or any change
in the United States or international financial markets, or any substantial
change or development involving a prospective substantial change in United
States’ or international political, financial or economic conditions, as in the
judgment of the Representatives is material and adverse and makes it
impracticable or inadvisable to proceed with the offering sale or delivery of
the Securities in the manner and on the terms described in the Pricing
Disclosure Package or to enforce contracts for the sale of securities; or (iv)
in the judgment of the Representatives there shall have occurred any Material
Adverse Effect.  Any termination pursuant to this Section 10 shall be
without liability on the part of (i) the Company or any Guarantor to any Initial
Purchaser, except that the Company and the Guarantors shall be obligated to
reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and
6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (iii)
other than as provided in the preceding clauses (i) and (ii), any party hereto
to any other party except that the provisions of Sections 8 and 9 hereof
shall at all times be effective and shall survive such termination.




SECTION
11.  Representations and Indemnities to
Survive Delivery.  The respective
indemnities, agreements, representations, warranties and other statements of the
Company, the Guarantors, their respective officers and the several Initial
Purchasers set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation





-29-
 made by
or on behalf of any Initial Purchaser, the Company, any Guarantor or any of
their partners, officers or directors or any controlling person, as the case may
be, and will survive delivery of and payment for the Securities sold hereunder
and any termination of this Agreement.




SECTION
12.  Notices.  All
communications hereunder shall be in writing and shall be mailed, hand
delivered, couriered or facsimiled and confirmed to the parties hereto as
follows:




If
      to the Initial Purchasers:




Banc
      of America Securities LLC


One
      Bryant Park


New
      York, New York  10036


Facsimile:
      (212) 901-7897


Attention:
      Legal Department




with
      copies to (which shall not constitute
notice):





Cahill
      Gordon & Reindel llp


80
      Pine Street


New
      York, New York  10005


Facsimile:  (212)
      269-5420


Attention:  James
      J. Clark


Ann S. Makich




If
      to the Company or the Guarantors:





Prestige
      Brands, Inc.


90 North
Broadway


Irvington,
NY 10533


Facsimile:   (914)
524-6821


Attention:   Peter
J. Anderson




with
      copies to (which shall not constitute
notice):





Prestige
      Brands, Inc.


90 North
Broadway


Irvington,
NY 10533


Facsimile:  (914)
524-7488


Attention:   Legal
Department




and




Alston
& Bird LLP


90 Park
Avenue


New York,
New York  10016


Facsimile:  (212)
210-9494


Attention:  Mark
F. McElreath




-30-


Any party
hereto may change the address or facsimile number for receipt of communications
by giving written notice to the others.




SECTION
13.  Successors.  This Agreement
will inure to the benefit of and be binding upon the parties hereto, and to the
benefit of the indemnified parties referred to in Sections 8 and 9 hereof,
and in each case their respective successors, and no other person will have any
right or obligation hereunder.  The term “successors” shall not
include any Subsequent Purchaser or other purchaser of the Securities as such
from any of the Initial Purchasers merely by reason of such
purchase.




SECTION
14.  Authority of the
Representatives.  Any action by the Initial Purchasers
hereunder may be taken by the Representatives on behalf of the Initial
Purchasers, and any such action taken by the Representatives shall be binding
upon the Initial Purchasers.




SECTION
15.  Partial Unenforceability.  The invalidity or
unenforceability of any section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other section, paragraph or
provision hereof.  If any section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there
shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.




SECTION
16.  Governing Law Provisions.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH
STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.




Any legal
suit, action or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby (“Related Proceedings”) may be
instituted in the federal courts of the United States of America located in the
City and County of New York or the courts of the State of New York in each case
located in the City and County of New York (collectively, the “Specified Courts”), and each
party irrevocably submits to the exclusive jurisdiction (except for suits,
actions, or proceedings instituted in regard to the enforcement of a judgment of
any Specified Court in a Related Proceeding, as to which such jurisdiction is
non-exclusive) of the Specified Courts in any Related
Proceeding.  Service of any process, summons, notice or document by
mail to such party’s address set forth above shall be effective service of
process for any Related Proceeding brought in any Specified
Court.  The parties irrevocably and unconditionally waive any
objection to the laying of venue of any Specified Proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any Specified Court that any Related Proceeding brought in any Specified
Court has been brought in an inconvenient forum.




SECTION
17.  Default of One or More of the Several
Initial Purchasers.  If any one or
more of the several Initial Purchasers shall fail or refuse to purchase
Securities that it or they have agreed to purchase hereunder on the Closing
Date, and the aggregate number of Securities which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase does
not exceed 10% of the aggregate number of the Securities to be purchased on such





-31-
 date, the
other Initial Purchasers shall be obligated, severally, in the proportions that
the number of Securities set forth opposite their respective names on Schedule A
bears to the aggregate number of Securities set forth opposite the names of all
such non-defaulting Initial Purchasers, or in such other proportions as may be
specified by the Initial Purchasers with the consent of the non-defaulting
Initial Purchasers, to purchase the Securities which such defaulting Initial
Purchaser or Initial Purchasers agreed but failed or refused to purchase on the
Closing Date.  If any one or more of the Initial Purchasers shall fail
or refuse to purchase Securities and the aggregate number of Securities with
respect to which such default occurs exceeds 10% of the aggregate number of
Securities to be purchased on the Closing Date, and arrangements satisfactory to
the Initial Purchasers and the Company for the purchase of such Securities are
not made within 48 hours after such default, this Agreement shall terminate
without liability of any party to any other party except that the provisions of
Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall
survive such termination.  In any such case either the Initial
Purchasers or the Company shall have the right to postpone the Closing Date, as
the case may be, but in no event for longer than seven days in order that the
required changes, if any, to the Final Offering Memorandum or any other
documents or arrangements may be effected.




As used
in this Agreement, the term “Initial Purchaser” shall be
deemed to include any person substituted for a defaulting Initial Purchaser
under this Section 17.  Any action taken under this Section 17
shall not relieve any defaulting Initial Purchaser from liability in respect of
any default of such Initial Purchaser under this Agreement.




SECTION
18.  No Advisory or Fiduciary
Responsibility.  Each of  the Company and each
Guarantor acknowledges and agrees that:  (i) the purchase and sale of
the Securities pursuant to this Agreement, including the determination of the
offering price of the Securities and any related discounts and commissions, is
an arm’s-length commercial transaction between the Company and the Guarantors,
on the one hand, and the several Initial Purchasers, on the other hand, and the
Company and the Guarantors are capable of evaluating and understanding and
understand and accept the terms, risks and conditions of the transactions
contemplated by this Agreement; (ii) in connection with each transaction
contemplated hereby and the process leading to such transaction, each Initial
Purchaser is and has been acting solely as a principal and is not the agent or
fiduciary of the Company, any Guarantor or any of their respective Affiliates,
stockholders, creditors or employees or any other party; (iii) no Initial
Purchaser has assumed or will assume an advisory or fiduciary responsibility in
favor of the Company or any Guarantor with respect to any of the transactions
contemplated hereby or the process leading thereto (irrespective of whether such
Initial Purchaser has advised or is currently advising the Company or any
Guarantor on other matters) or any other obligation to the Company or any
Guarantor except the obligations expressly set forth in this Agreement; (iv) the
several Initial Purchasers and their respective Affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of the
Company and the Guarantors, and the several Initial Purchasers have no
obligation to disclose any of such interests by virtue of any fiduciary or
advisory relationship; and (v) the Initial Purchasers have not provided any
legal, accounting, regulatory or tax advice with respect to the offering
contemplated hereby, and the Company and the Guarantors have consulted their own
legal, accounting, regulatory and tax advisors to the extent they deemed
appropriate.




-32-


This
Agreement supersedes all prior agreements and understandings (whether written or
oral) between the Company, the Guarantors and the several Initial Purchasers, or
any of them, with respect to the subject matter hereof.  The Company
and the Guarantors hereby waive and release, to the fullest extent permitted by
law, any claims that the Company and the Guarantors may have against the several
Initial Purchasers with respect to any breach or alleged breach of fiduciary
duty.




SECTION
19.  General Provisions.This Agreement
constitutes the entire agreement of the parties to this Agreement and supersedes
all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to the subject matter
hereof.  This Agreement may be executed in two or more counterparts,
each one of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.  Delivery
of an executed counterpart of a signature page to this Agreement by telecopier,
facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be
effective as delivery of a manually executed counterpart
thereof.  This Agreement may not be amended or modified unless in
writing by all of the parties hereto, and no condition herein (express or
implied) may be waived unless waived in writing by each party whom the condition
is meant to benefit.  The section headings herein are for the
convenience of the parties only and shall not affect the construction or
interpretation of this Agreement.




-33-


If the
foregoing is in accordance with your understanding of our agreement, kindly sign
and return to the Company the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in
accordance with its terms.




Very
      truly yours,PRESTIGE
      BRANDS, INC.By:
              /s/ Charles
      N. JollyName:  Charles
      N. JollyTitle:  Secretary
      and General CounselPRESTIGE
      BRANDS HOLDINGS, INC.PRESTIGE
      PERSONAL CARE HOLDINGS, INC.PRESTIGE
      PERSONAL CARE, INC.PRESTIGE
      SERVICES CORP.PRESTIGE
      BRANDS HOLDINGS, INC.PRESTIGE
      BRANDS INTERNATIONAL, INC.MEDTECH
      HOLDINGS, INC.MEDTECH
      PRODUCTS INC.THE
      CUTEX COMPANYTHE
      DENOREX COMPANYTHE
      SPIC AND SPAN COMPANYas
      Guarantors


By:
              /s/
      Charles N. JollyName:  Charles
      N. JollyTitle:  Secretary
      and General Counsel

















The
foregoing Purchase Agreement is hereby confirmed and accepted by the Initial
Purchasers as of the date first above written.




Banc
of America Securities LLC


Deutsche
Bank Securities Inc.


Acting on
behalf of itself


and as
the Representatives of


the
several Initial Purchasers








By:           Banc
of America Securities LLC











By:/s/ Aaron
      Peyton


Name:  Aaron
      Peyton


Title:  Managing
      Director








By:           Deutsche
Bank Securities Inc.











By:/s/ William
      Frauen


Name:  William
      Frauen


Title:  Managing
      Director








By:/s/ Edwin E.
      Roland


Name:  Edwin
      E. Roland


Title:  Managing
      Director











SCHEDULE
A






Initial
      Purchasers
            
            Aggregate
      Principal
                Amount
      of Securities
                to
      be PurchasedBanc
      of America Securities LLC
            
            $
            90,000,000Deutsche
      Bank Securities Inc.
            
            
            60,000,000Total
            
            $
            150,000,000