HANGER ORTHOPEDIC
GROUP, INC.  



$175,000,000 



10 1/4% Senior Notes
due 2014 



PURCHASE AGREEMENT 



May 23, 2006 



Lehman Brothers Inc.
Citigroup Global
Markets Inc.
As Representatives of the several 
   Initial Purchasers named in Schedule I
attached hereto  
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019  



Ladies and Gentlemen: 



        Hanger
Orthopedic Group, Inc., a Delaware corporation (the “Company”),
proposes to issue and sell to the several Initial Purchasers named in Schedule I hereto
(the “Initial Purchasers”) $175,000,000 in aggregate
principal amount of its 10 1/4% Senior Notes due 2014 (the “Notes”)
guaranteed (the “Guarantees”) by all of the Company’s direct
and indirect U.S. subsidiaries signatories hereto (collectively, the “Guarantors”)
pursuant to the terms of an indenture (the “Indenture”), to be
dated May 26, 2006, among the Company, the Guarantors and Wilmington Trust Company, as
trustee (the “Trustee”). This is to confirm the agreements
concerning the purchase of the Notes from the Company by the Initial Purchasers.  




        The
Notes will be offered and sold to you pursuant to an exemption from the registration
requirements under the Securities Act of 1933, as amended (the “Securities
Act”). The Company has prepared a preliminary offering memorandum,
dated May 12, 2006 (as amended or supplemented at the Applicable Time (as defined below)
and including any and all information incorporated by reference therein, the
“Preliminary Offering Memorandum”), and will prepare a
final offering memorandum (as amended or supplemented and including any and all
information incorporated by reference therein, the “Final Offering
Memorandum”), to be dated May 23, 2006, relating to the Company, the
Notes and the Guarantees. Unless stated to the contrary, any references herein to
“amend,” “amendment,” or “supplement” with respect to the
Final Offering Memorandum shall be deemed to include any information filed under the
Exchange Act of 1934, as amended (the “Exchange Act”) after
the date hereof which is incorporated by reference therein. The Preliminary Offering
Memorandum and any Issuer Free Writing Communication (as defined below) at the Applicable
Time are collectively referred to as the “Pricing Disclosure
Package.” 



        “Free
Writing Communication” means a written communication (as such term is
defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a
solicitation of an offer to buy the Notes and is made by means other than the Preliminary
Offering Memorandum or the Final Offering Memorandum. “Issuer Free Writing
Communication” means a Free Writing Communication prepared by or on
behalf of the Company or used or referred to by the Company, and referred to on Schedule
II of this Agreement. The “Applicable Time” means 3:00 p.m.
(EST) on the date of this Agreement. 












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



	 	
THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN “OFFSHORE
TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2)
AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY
PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION
TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE
THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON
TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT THE COMPANY, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS
COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.  







2 









        You
have advised the Company that you will make offers and sales (the “Exempt
Resales”) of the Notes purchased hereunder on the terms set forth in
the Pricing Disclosure Package and the Final Offering Memorandum solely to (i) persons
whom you reasonably believe to be “qualified institutional buyers” as defined in
Rule 144A under the Securities Act (“QIBs”) and (ii)
outside the United States to persons other than U.S. Persons in offshore transactions
meeting the requirements of Regulation S under the Securities Act (“Regulation
S”) (such persons specified in clauses (i) and (ii) being referred to
herein as the “Eligible Purchasers”). As used herein, the
terms “offshore transaction,” “United States” and “U.S.
person” have the respective meanings given to them in Regulation S. You will offer
the Notes to Eligible Purchasers initially at a price equal to 100% of the principal
amount thereof. Thereafter, the offering price may be changed at any time without notice. 



        In
connection with the offering of the Notes, the Company and the Guarantors will (i) enter
into a new revolving credit facility in an amount of up to $75 million and a new senior
term loan facility in an amount of up to $230 million pursuant to a Credit Agreement, to
be dated as of the Closing Date, among the Company, the Guarantors, Citicorp North
America, Inc., as administrative agent, Lehman Brothers Commercial Paper Inc., as
syndication agent, and the other lenders party thereto (together with the related security
documents, the “New Credit Facility”), which will be
secured by first-priority liens on substantially all of the assets of the Company and the
Guarantors and (ii) sell $50 million of Series A Convertible Preferred Stock (the
“Series A Convertible Preferred Stock”) pursuant to the
Amended and Restated Preferred Stock Purchase Agreement, dated as of May 3, 2006 among the
Company, the initial purchasers party thereto and Ares Corporate Opportunities Fund, L.P.
(the “Preferred Stock Purchase Agreement”). The initial net
proceeds of the New Credit Facility and the sale of the Series A Convertible Preferred
Stock along with the proceeds from the sale of the Notes will be used to (i) refinance all
of the Company’s and the Guarantors’ outstanding obligations under the
Company’s existing credit facility (the “Existing Credit
Facility”), (ii) repurchase any and all of the Company’s
outstanding 10 3/8% Senior Notes due 2009 (the “Senior
Notes”) and 11 1/4% Senior Subordinated Notes due 2009 (the
“Senior Subordinated Notes”) tendered to the Company
pursuant to cash tender offers for such Senior Notes and Senior Subordinated Notes and
(iii) redeem all of the Company’s outstanding 7% Redeemable Preferred Stock
(“Redeemable Preferred Stock”). The refinancing of the
Existing Credit Facility, the repurchase of the Senior Notes and the Senior Subordinated
Notes, the redemption of the Redeemable Preferred Stock, the entering into of the New
Credit Facility, the sale of the Series A Convertible Preferred Stock, and the offering of
the Notes as provided in the “Use of Proceeds” section of the Pricing Disclosure
Package and the Final Offering Memorandum are collectively referred to herein as the
“Transactions.” 




3 









        Holders
(including subsequent transferees) of the Notes will have the registration rights set
forth in the registration rights agreement (the “Registration Rights
Agreement”) among the Company, the Guarantors and the Initial
Purchasers, to be dated as of the Closing Date, in the form of Exhibit A hereto,
for so long as such Notes constitute “Transfer Restricted
Securities” (as defined in the Registration Rights Agreement).
Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree
to file with the Securities and Exchange Commission (the
“Commission”) under the circumstances set forth therein,
(i) a registration statement under the Securities Act (the “Exchange Offer
Registration Statement”) relating to a separate series of the
Company’s 10 1/4% Senior Notes due 2014 (the “Exchange
Notes”) to be offered in exchange for the Notes (such offer to
exchange being referred to collectively as the “Registered Exchange
Offer”) and (ii) if required by the terms of the Registration Rights
Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act
(the “Shelf Registration Statement”) relating to the resale
by certain holders of the Notes, and to use their best efforts to cause such Registration
Statements to be declared effective. 



        This
Agreement, the Notes, the Exchange Notes, the Guarantees, the Exchange Note Guarantees (as
defined below), the Indenture and Registration Rights Agreement are hereinafter referred
to collectively as the “Operative Documents.” 



        SECTION
1.     Representations, Warranties and Agreements of the Company and the Guarantors.
The Company and the Guarantors, as of the Applicable Time and as of the Closing Date,
jointly and severally, represent, warrant and agree that:  




	 	        (a)    
                    The Pricing Disclosure Package and the Final Offering Memorandum have
been or                     will be prepared by the Company and the Guarantors for use by
the Initial                     Purchasers in connection with the Exempt Resales. No
order or decree preventing                     the use of the Pricing Disclosure Package
or the Final Offering Memorandum, or                     any order asserting that the
transactions contemplated by this Agreement are                     subject to the
registration requirements of the Securities Act has been issued                     and
no proceeding for that purpose has commenced or is pending or, to the
                    knowledge of the Company and the Guarantors, is contemplated.  







	 	        (b)    
                    At the Applicable Time, the Pricing Disclosure Package did not
include any                     untrue statement of a material fact and did not omit to
state any material fact                     necessary in order to make the statements
therein, in light of the circumstances                     under which they were made,
not misleading. As of the date of this Agreement and                     as of the
Closing Date, the Final Offering Memorandum does not and will not
                    include any untrue statement of a material fact or omit to state any
material                     fact necessary to make the statements therein, in light of
the circumstances                     under which they were made, not misleading. The
preceding two sentences do not                     apply to statements or omissions from
the Pricing Disclosure Package or the                     Final Offering Memorandum based
upon and in conformity with information                     furnished in writing to the
Company by or on behalf of the Initial Purchasers                     expressly for use
therein, as specifically identified in Section 8(e) hereof.  








4 









	 	        (c)    
                    The portions of the Company’s Proxy Statement (the “Proxy
                    Statement”), the Company’s Form 10-K for the
year ended                     December 31, 2005 (“Form 10-K”),
the                     Company’s Form 10-Q for the quarter ended March 31, 2006 (“Form
                    10-Q”) and the Company’s Forms 8-K filed on
May 9,                     2006, May 8, 2006 and May 4, 2006 (“Form 8-K”)
                    incorporated by reference in the Pricing Disclosure Package and the
Final                     Offering Memorandum do not include any untrue statement of a
material fact or                     omit to state a material fact necessary to make the
statements therein, in light                     of the circumstances under which they
were made, not misleading. The Proxy                     Statement, the Form 10-K, the
Form 10-Q and the Forms 8-K, when they were filed                     with the
Commission, conformed in all material respects to the requirements of
                    the Exchange Act and the rules and regulations of the Commission
thereunder.  








	 	        (d)    
                    The Company and each of its subsidiaries (as defined in Section 17
hereof) have                     been duly organized, are validly existing and are in
good standing under the                     laws of their respective jurisdictions of
organization, are duly qualified to do                     business and are in good
standing in each jurisdiction in which their respective                     ownership or
lease of property or the conduct of their respective businesses
                    requires such qualification, except where the failure to be so
qualified or in                     good standing could not, in the aggregate, reasonably
be expected to have a                     material adverse effect on the condition
(financial or otherwise), results of                     operations, stockholders’ equity,
properties, business or prospects of the                     Company and its subsidiaries
taken as a whole (a “Material Adverse                     Effect”).
The Company and each of its subsidiaries have all                     power and authority
necessary to own or hold their respective properties and to                     conduct
the businesses in which they are engaged. The Company 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 most recent fiscal
year. None of the subsidiaries of                     the Company, other than Hanger
Prosthetics & Orthotics, Inc., Hanger                     Prosthetics & Orthotics
West, Inc., Hanger Prosthetics & Orthotics East,                     Inc. and
Southern Prosthetic Supply, Inc., is a “significant                     subsidiary,” as
such term is defined in Rule 405 under the Securities Act.  







	 	        (e)    
                    The Company has an authorized capitalization as set forth in the
Pricing                     Disclosure Package and the Final Offering Memorandum, and all
of the issued                     shares of capital stock of the Company have been duly
and validly authorized and                     issued and are fully paid and
non-assessable; and all of the issued shares of                     capital stock of each
subsidiary of the Company have been duly and validly                     authorized and
issued and are fully paid and non-assessable and, other than                     Hanger
Europe, N.V., in which the Company has a 60% interest, are owned directly
                    or indirectly by the Company, free and clear of all liens,
encumbrances,                     equities or claims, other than liens encumbrances,
equities or claims                     contemplated under the New Credit Facility or
otherwise described in the Pricing                     Disclosure Package and the Final
Offering Memorandum or, in the aggregate,                     reasonably expected to have
a Material Adverse Effect, and none of such shares                     of capital stock
was issued in violation of preemptive or other similar rights                     arising
by operation of law, under the charter and bylaws of the Company or any
                    of its subsidiaries or under any agreement to which the Company or
any of its                     subsidiaries is a party or otherwise and such shares were
issued in compliance                     with federal and state securities laws.  








5 









	 	        (f)    
                    Each of the Company and the Guarantors has all requisite power and
authority to                     execute, deliver and perform its respective obligations
under this Agreement and                     each of the other Operative Documents to
which it is a party.  







	 	        (g)    
                    This Agreement has been duly and validly authorized, executed and
delivered by                     the Company and the Guarantors.  







	 	        (h)    
                    The Registration Rights Agreement has been duly and validly
authorized by the                     Company and each of the Guarantors, and when duly
executed by the proper                     officers of the Company and each of the
Guarantors (assuming due execution and                     delivery by the Initial
Purchasers) and delivered by the Company and each of the                     Guarantors,
will constitute a legal, valid and binding agreement of the Company
                    and each of the Guarantors, enforceable against the Company and each
of the                     Guarantors in accordance with its terms, subject to applicable
bankruptcy,                     insolvency, fraudulent conveyance, reorganization,
moratorium and other similar                     laws relating to or affecting creditors’ rights
and remedies generally, and                     subject, as to enforceability, to general
principles of equity, including                     principles of commercial
reasonableness, good faith and fair dealing (regardless                     of whether
enforcement is sought in a proceeding at law or in equity), and
                    except that rights to indemnification and contribution thereunder may
be limited                     by federal or state securities laws or public policy
relating thereto.  







	 	        (i)    
                    The Indenture has been duly and validly authorized by the Company and
each of                     the Guarantors, and when duly executed by the proper officers
of the Company and                     each of the Guarantors (assuming due execution and
delivery by the Trustee) and                     delivered by the Company and each of the
Guarantors, will constitute a legal,                     valid and binding agreement of
the Company and each of the Guarantors                     enforceable against the
Company and each of the Guarantors in accordance with                     its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
                    reorganization, moratorium and other similar laws relating to or
affecting                     creditors’ rights and remedies generally, and subject,
as to                     enforceability, to general principles of equity, including
principles of                     commercial reasonableness, good faith and fair dealing
(regardless of whether                     enforcement is sought in a proceeding at law
or in equity). No qualification of                     the Indenture under the Trust
Indenture Act of 1939, as amended (the                     “Trust Indenture Act”),
is required in connection                     with the offer and sale of the Notes
contemplated hereby or in connection with                     the Exempt Resales. The
Indenture conforms to the requirements of the Trust                     Indenture Act and
the rules and regulations thereunder applicable to an                     indenture that
is qualified thereunder.  








6 









	 	        (j)    
                    The Notes have been duly and validly authorized by the Company and
when duly                     issued by the Company in accordance with the terms of the
Indenture and,                     assuming due authentication of the Notes by the
Trustee, when delivered to the                     Initial Purchasers against payment
therefor in accordance with the terms hereof                     will have been validly
issued and delivered, and will constitute legal, valid                     and binding
obligations of the Company entitled to the benefits of the Indenture
                    and enforceable against the Company in accordance with their terms,
subject to                     applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization,                     moratorium and other similar laws relating to or
affecting creditors’                    rights and remedies generally, and subject,
as to enforceability, to general                     principles of equity, including
principles of commercial reasonableness, good                     faith and fair dealing
(regardless of whether enforcement is sought in a                     proceeding at law
or in equity).  







	 	        (k)    
                    The Guarantees have been duly and validly authorized by each of the
Guarantors                     and when duly endorsed on the Notes in accordance with the
terms of the                     Indenture and, assuming due authentication of the Notes
by the Trustee, upon                     delivery to the Initial Purchasers against
payment therefor in accordance with                     the terms hereof will constitute
legal, valid and binding obligations of each of                     the Guarantors
entitled to the benefits of the Indenture and enforceable against
                    each of the Guarantors in accordance with their terms, subject to
applicable                     bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and                     other similar laws relating to or
affecting creditors’ rights and remedies                     generally, and subject,
as to enforceability, to general principles of equity,                     including
principles of commercial reasonableness, good faith and fair dealing
                    (regardless of whether enforcement is sought in a proceeding at law
or in                     equity).  







	 	        (l)    
                    The Exchange Notes have been duly and validly authorized by the
Company and if                     and when duly issued by the Company in accordance with
the terms of the                     Indenture and, assuming due authentication of the
Exchange Notes by the Trustee,                     if and when delivered in accordance
with the Registered Exchange Offer                     contemplated by the Registration
Rights Agreement, will constitute legal, valid                     and binding
obligations of the Company entitled to the benefits of the Indenture
                    and enforceable against the Company in accordance with their terms,
subject to                     applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization,                     moratorium and other similar laws relating to or
affecting creditors’                    rights and remedies generally, and subject,
as to enforceability, to general                     principles of equity, including
principles of commercial reasonableness, good                     faith and fair dealing
(regardless of whether enforcement is sought in a                     proceeding at law
or in equity).  







	 	        (m)    
                    The guarantees of the Exchange Notes (the “Exchange Note
                    Guarantees”) have been duly and validly
authorized by each                     of the Guarantors and if and when duly endorsed on
the Exchange Notes in                     accordance with the terms of the Indenture and,
assuming due authentication of                     the Exchange Notes by the Trustee, if
and when the Exchange Notes are delivered                     in accordance with the
Registered Exchange Offer contemplated by the                     Registration Rights
Agreement, will constitute legal, valid and binding                     obligations of
each of the Guarantors entitled to the benefits of the Indenture                     and
enforceable against each of the Guarantors in accordance with their terms,
                    subject to applicable bankruptcy, insolvency, fraudulent conveyance,
                    reorganization, moratorium and other similar laws relating to or
affecting                     creditors’ rights and remedies generally, and subject,
as to                     enforceability, to general principles of equity, including
principles of                     commercial reasonableness, good faith and fair dealing
(regardless of whether                     enforcement is sought in a proceeding at law
or in equity).  








7 









	 	        (n)    
                    The Company and the Guarantors have all requisite corporate power and
authority                     to enter into (A) the New Credit Facility and (B) any and
all other agreements                     and instruments ancillary to or entered into in
connection with the transaction                     contemplated by the New Credit
Facility (items (A) and (B) are referred to                     collectively as the “Credit
 Documents”).  







	 	        (o)    
                    Each of the New Credit Facility and the other Credit Documents have
been duly                     and validly authorized by the Company and the Guarantors
and, when duly and                     validly executed and delivered by the Company and
the Guarantors (assuming due                     authorization, execution and delivery by
the other parties thereto), will                     constitute a legal, valid and
binding agreement of each of the Company and the                     Guarantors,
enforceable against the Company and each of the Guarantors in
                    accordance with its terms, subject to applicable bankruptcy,
insolvency,                     fraudulent conveyance, reorganization, moratorium and
other similar laws                     relating to or affecting creditors’ rights
and remedies generally, and                     subject, as to enforceability, to general
principles of equity, including                     principles of commercial
reasonableness, good faith and fair dealing (regardless                     of whether
enforcement is sought in a proceeding at law or in equity). Prior to
                    the initial borrowing of approximately $230 million, the Company will
have at                     least $305.0 million of borrowings available to it under the
New Credit Facility                     after the Closing of the sale of the Notes, the
receipt by the Company of the                     proceeds therefrom and the application
of such proceeds as described under the                     caption “Use of Proceeds” in
the Pricing Disclosure Package and the                     Final Offering Memorandum. All
representations and warranties being made by the                     Company in the New
Credit Facility and the other Credit Documents are true and                     correct
in all material respects as of the date hereof.  







	 	        (p)    
                    The Preferred Stock Purchase Agreement has been duly and validly
authorized,                     executed and delivered by the Company and constitutes a
legal, valid and binding                     agreement of the Company, enforceable
against the Company in accordance with its                     terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
                    reorganization, moratorium and other similar laws relating to or
affecting                     creditors’ rights and remedies generally, and subject,
as to                     enforceability, to general principles of equity, including
principles of                     commercial reasonableness, good faith and fair dealing
(regardless of whether                     enforcement is sought in a proceeding at law
or in equity).  







	 	        (q)    
                    The Indenture, the Notes, the Guarantees, the Registration Rights
Agreement, the                     Credit Documents, the Preferred Stock Purchase
Agreement and the terms of the                     sale of the Series A Convertible
Preferred Stock conform in all material                     respects to the descriptions
thereof in the Pricing Disclosure Package and the                     Final Offering
Memorandum.  








8 









	 	        (r)    
                    The execution, delivery and performance of this Agreement, the other
Operative                     Documents, the New Credit Facility, the other Credit
Documents and the Preferred                     Stock Purchase Agreement by the Company
and the Guarantors, as applicable, and                     the consummation of the
Transactions will not conflict with or result in a                     breach or
violation of any of the terms or provisions of, or constitute a
                    default under, any indenture, mortgage, deed of trust, loan agreement
or other                     agreement, license or instrument to which the Company or any
of its subsidiaries                     is a party or by which the Company or any of its
subsidiaries is bound or to                     which any of the property or assets of
the Company or any of its subsidiaries is                     subject, nor will such
actions result in any violation of the provisions of the                     charter or
bylaws of the Company or any of its subsidiaries or any statute or
                    any order, rule or regulation of any court or governmental agency or
body having                     jurisdiction over the Company or any of its subsidiaries
or any of their                     properties or assets; and except as may be required
in connection with (1) the                     registration of the Notes, the Exchange
Notes, the Guarantees and/or the                     Exchange Note Guarantees under the
Securities Act in accordance with the                     Registration Rights Agreement,
(2) qualification of the Indenture under the                     Trust Indenture Act and
(3) compliance with the securities or Blue Sky laws of                     various
jurisdictions, no consent, approval, authorization or order of, or
                    filing or registration with, any such court or governmental agency or
body is                     required for (i) the execution, delivery and performance of
this Agreement by                     the Company, any of the other Operative Documents,
the New Credit Facility and                     the other Credit Documents or the
Preferred Stock Purchase Agreement, (ii) the                     execution, delivery and
performance by the Guarantors of this Agreement, any of                     the other
Operative Documents or the New Credit Facility and the other Credit
                    Documents and (iii) the consummation of the Transactions.  







	 	        (s)    
                    The consolidated financial statements (including the related notes
and                     supporting schedules) included in the Pricing Disclosure Package
and the Final                     Offering Memorandum comply as to form in all material
respects with the                     requirements of Regulation S-X under the Securities
Act and present fairly the                     financial condition and results of
operations and cash flows of the entities                     purported to be shown
thereby, at the dates and for the periods indicated, and                     have been
prepared in conformity with generally accepted accounting principals
                    applied on a consistent basis throughout the periods involved. The
other                     financial data, selected pro forma ratios, operating data and
statistical                     information and data included in the Pricing Disclosure
Package and the Final                     Offering Memorandum is presented fairly and has
been prepared on a basis                     consistent with such financial statements
and the books and records of the                     Company.  







	 	        (t)    
                    Except as set forth in the Pricing Disclosure Package and the Final
Offering                     Memorandum, there are no legal or governmental proceedings
pending to which the                     Company or any of its subsidiaries is a party or
of which any property or assets                     of the Company or any of its
subsidiaries is the subject which, if determined                     adversely to the
Company or any of its subsidiaries, might have a Material                     Adverse
Effect, and to the Company’s knowledge, no such proceedings are
                    threatened or contemplated by governmental authorities or others.  







	 	        (u)    
                    Except as set forth in the Pricing Disclosure Package and the Final
Offering                     Memorandum, there are no contracts, agreements or
understandings between the                     Company and/or the Guarantors and any
person granting such person the right to                     require the Company or the
Guarantors to file a registration statement under the                     Securities Act
with respect to any securities of the Company or the Guarantors                     owned
or to be owned by such person or to require the Company or the Guarantors
                    to include such securities in the securities to be registered
pursuant to the                     Exchange Offer Registration Statement or the Shelf
Registration Statement or in                     any securities registered or to be
registered pursuant to any other registration                     statement filed by or
required to be filed by the Company or the Guarantors                     under the
Securities Act.  








9 









	 	        (v)    
                    Except as disclosed in the Pricing Disclosure Package and the Final
Offering                     Memorandum, since the date of the latest audited
consolidated financial                     statements of the Company included in the
Pricing Disclosure Package and the                     Final Offering Memorandum, none of
the Company, any Guarantor or any of the                     other subsidiaries of the
Company has incurred any liability or obligation,                     direct or
contingent, or entered into any transaction, in each case not in the
                    ordinary course of business, that is material to the Company, any
Guarantor or                     any of the other subsidiaries of the Company, taken as a
whole, and there has                     not occurred, to the knowledge of the Company
and the Guarantors, any                     development or event involving a Material
Adverse Effect (as defined below) and,                     except as disclosed in or
contemplated by the Pricing Disclosure Package and the                     Final Offering
Memorandum, there has been no (i) dividend or distribution of any
                    kind declared, paid or made by the Company or its affiliates on any
class of its                     respective capital stock, (ii) issuance of securities by
the Company or its                     affiliates (other than the Notes and the
Guarantees offered thereby or pursuant                     to an issuance by the Company
or its affiliates of options to purchase the                     capital stock of the
Company or its affiliates) or (iii) material increase                     in
short-term or long-term debt of the Company or the Guarantors.  







	 	        (w)    
                    The Company is subject to and in full compliance with the reporting
requirements                     of Section 13 or 15(d) of the Exchange Act. All reports
filed by the Company                     with the Commission pursuant to Section 13 or
15(d) of the Exchange Act comply                     as to form with the Exchange Act and
the rules and regulations of the Commission                     thereunder and when filed
did not include any untrue statement of a material                     fact or omit to
state any material fact necessary to make the statements                     therein, in
the light of the circumstances under which they were made, not
                    misleading.  







	 	        (x)    
                    The Company and each Guarantor (i) makes and keeps accurate books and
records                     and (ii) maintains and has maintained effective internal
control over financial                     reporting as defined in Rule 13a-15 under the
Exchange Act and a system of                     internal accounting controls sufficient
to provide reasonable assurance that (A)                     transactions are executed in
accordance with management’s general or                     specific authorizations,
(B) transactions are recorded as necessary to permit                     preparation of
the Company’s financial statements in conformity with                     accounting
principles generally accepted in the United States and to maintain
                    accountability for its assets, (C) access to the Company’s
assets is                     permitted only in accordance with management’s general
or specific                     authorization and (D) the recorded accountability for the
Company’s assets                     is compared with existing assets at reasonable
intervals and appropriate action                     is taken with respect to any
differences.  







	 	        (y)    
                    The Company and each Guarantor has established and maintains
disclosure controls                     and procedures (as such term is defined in Rule
13a-15 under the Exchange Act),                     (ii) such disclosure controls and
procedures are designed to ensure that the                     information required to be
disclosed by the Company and its subsidiaries in the                     reports they
file or submit under the Exchange Act is accumulated and                     communicated
to the management of the Company and its subsidiaries, including
                    their respective principal executive officers and principal financial
officers,                     as appropriate, to allow timely decisions regarding
required disclosure to be                     made and (iii) such disclosure controls and
procedures are effective in all                     material respects to perform the
functions for which they were established.  








10 









	 	        (z)    
                    Since the date of the most recent balance sheet of the Company and
its                     consolidated subsidiaries reviewed or audited by
PricewaterhouseCoopers LLP, (i)                     the Company has not been advised of
(A) any significant deficiencies in the                     design or operation of
internal controls that could adversely affect the ability                     of the
Company and each of its subsidiaries to record, process, summarize and
                    report financial data, or any material weaknesses in internal
controls and (B)                     any fraud, whether or not material, that involves
management or other employees                     who have a significant role in the
internal controls of the Company and each of                     its subsidiaries, and
(ii) since that date, there have been no significant                     changes in
internal controls or in other factors that could significantly affect
                    internal controls, including any corrective actions with regard to
significant                     deficiencies and material weaknesses.  







	 	        (aa)    
                    PricewaterhouseCoopers LLP, who have certified certain financial
statements of                     the Company, whose report appears in the Pricing
Disclosure Package and the                     Final Offering Memorandum and who have
delivered the initial letter referred to                     in Section 7(j) hereof,
are independent public accountants as required by                     the Securities Act
and the rules and regulations promulgated thereunder.  







	 	        (bb)    
                    The statistical and market-related data included in the Pricing
Disclosure                     Package and the Final Offering Memorandum are based on or
derived from sources                     from which the Company and the subsidiaries
believe to be reliable and accurate                     in all material respects.  







	 	        (cc)    
                    There is and has been no failure on the part of the Company and any
of the                     Company’s directors or officers, in their capacities as
such, to comply                     with the provisions of the Sarbanes-Oxley Act of 2002
and the rules and                     regulations promulgated in connection therewith.  







	 	        (dd)    
                    Each of the Company and its subsidiaries has such permits, licenses,
patents,                     franchises, certificates of need and other approvals or
authorizations of                     governmental or regulatory authorities
                    (“Permits”) as are necessary under
applicable law                     to own its properties and to conduct its businesses in
the manner described in                     the Pricing Disclosure Package and the Final
Offering Memorandum, except as                     disclosed in or specifically
contemplated by the Pricing Disclosure Package and                     the Final Offering
Memorandum; each of the Company and its subsidiaries has                     fulfilled
and performed in all material respects, all of its material
                    obligations with respect to the Permits, and no event has occurred
which allows,                     or after notice or lapse of time would allow,
revocation or termination thereof                     or results in any other material
impairment of the rights of the holder of any                     such Permit, except as
disclosed in, or specifically contemplated by, the                     Pricing Disclosure
Package and the Final Offering Memorandum; and, except as                     disclosed
in, or specifically contemplated by, the Pricing Disclosure Package
                    and the Final Offering Memorandum, none of the Permits contains any
restriction                     that is materially burdensome (other than such burdens as
are common or                     customary to such Permits) to any of the Company or its
subsidiaries.  








11 









	 	        (ee)    
                    The Company and each of its subsidiaries carry, or are covered by,
insurance                     from insurers of recognized financial responsibility in
such amounts and                     covering such risks as is adequate for the conduct
of their respective                     businesses and the value of their respective
properties and as is customary for                     companies engaged in similar
businesses in similar industries.  







	 	        (ff)    
                    No subsidiary of the Company is currently prohibited, directly or
indirectly,                     from paying any dividends to the Company, from making any
other distribution on                     such subsidiary’s capital stock, from
repaying to the Company any loans or                     advances to such subsidiary from
the Company or from transferring any of such                     subsidiary’s
property or assets to the Company or any other subsidiary of                     the
Company.  







	 	        (gg)    
                    The Company and each of its subsidiaries own or possess adequate
rights to use                     all patents, patent applications, trademarks, service
marks, trade names,                     trademark registrations, service mark
registrations, copyrights and licenses                     necessary for the conduct of
their respective businesses and have no reason to                     believe that the
conduct of their respective businesses will conflict with, and                     have
not received any notice of any claim of conflict with, any such rights of
                    others, and the Company and the Guarantors are not aware of any
pending or                     threatened claim to the contrary or any pending or
threatened challenge by any                     other person to the rights of the Company
and its subsidiaries with respect to                     the foregoing which, if
determined adversely to any of the Company or its                     subsidiaries, would
have a Material Adverse Effect.  







	 	        (hh)    
                    There are no contracts or other documents which would be required to
be                     described in a prospectus included in or filed as an exhibit to a
registration                     statement on Form S-1 under the Securities Act that have
not been described in                     the Pricing Disclosure Package and the Final
Offering Memorandum or filed with                     the Commission.  







	 	        (ii)    
                    No relationship, direct or indirect, exists between or among the
Company, the                     Guarantors or any other subsidiary of the Company on the
one hand, and the                     directors, officers, shareholders, customers or
suppliers of the Company or its                     subsidiaries on the other hand, which
would be required to be described in a                     prospectus included in a
registration statement on Form S-1 under the Securities                     Act that is
not described in the Pricing Disclosure Package and the Final
                    Offering Memorandum.  







	 	        (jj)    
                    No labor disturbance by the employees of the Company or any of its
subsidiaries                     exists or, to the knowledge of the Company, is imminent
which might be expected                     to have a Material Adverse Effect.  









12 









	 	        (kk)    
                    The Company and its subsidiaries is in compliance in all material
respects with                     all presently applicable provisions of the Employee
Retirement Income Security                     Act of 1974, as amended, including the
regulations and published interpretations                     thereunder (“ERISA”);
no “reportable                     event” (as defined in ERISA) has occurred
with respect to any “pension                     plan” (as defined in ERISA)
for which the Company or its subsidiaries would                     have any liability;
the Company and its subsidiaries has not incurred and does                     not expect
to incur liability under (i) Title IV of ERISA with respect to
                    termination of, or withdrawal from, any “pension plan” or
(ii)                     Sections 412 or 4971 of the Internal Revenue Code of 1986, as
amended, including                     the regulations and published interpretations
thereunder (the                     “Code”); and each
“pension plan” for                     which the Company or its subsidiaries
would have any liability that is intended                     to be qualified under
Section 401(a) of the Code is so qualified in all material                     respects
and nothing has occurred, whether by action or by failure to act, which
                    would cause the loss of such qualification; and the Company and its
subsidiaries                     have not incurred any unpaid liability to the Pension
Benefit Guaranty                     Corporation (other than for payment of premiums in
the ordinary course of                     business.  







	 	        (ll)    
                    The Company and each of its subsidiaries have filed all federal,
state and local                     income and franchise tax returns required to be filed
through the date hereof                     and paid all taxes due thereon, and no tax
deficiency has been determined                     adversely to the Company or any of its
subsidiaries, nor does the Company have                     any knowledge of any tax
deficiency which, if determined adversely to the                     Company or any of
its subsidiaries, might have a Material Adverse Effect.  







	 	        (mm)    
                    Neither the Company nor any of its subsidiaries (i) is in
violation of its                     charter, bylaws or other organizational documents,
(ii) is in default in                     any material respect, and no event has
occurred which, with notice or lapse of                     time or both, would
constitute such a default, in the due performance or                     observance of
any term, covenant or condition contained in any material                     indenture,
mortgage, deed of trust, loan agreement or other agreement or
                    instrument to which it is a party or by which it is bound or to which
any of its                     properties or assets is subject or (iii) is in
violation in any material                     respect of any law, ordinance, governmental
rule, regulation or court decree to                     which it or its property or
assets may be subject or has failed to obtain any                     material license,
permit, certificate, franchise or other governmental                     authorization or
permit necessary to the ownership of its property or to the                     conduct
of its business.  







	 	        (nn)    
                    Neither the Company nor any of its subsidiaries, nor any director,
officer,                     agent, employee or other person associated with or acting on
behalf of the                     Company or any of its subsidiaries, has used any
corporate funds for any                     unlawful contribution, gift, entertainment or
other unlawful expense relating to                     political activity; made any
direct or indirect unlawful payment to any foreign                     or domestic
government official or employee from corporate funds; violated or is
                    in violation of any provision of the Foreign Corrupt Practices Act of
1977; or                     made any bribe, rebate, payoff, influence payment, kickback
or other unlawful                     payment.  








13 









	 	        (oo)    
                    There has been no storage, disposal, generation, manufacture,
refinement,                     transportation, handling or treatment of toxic wastes,
medical wastes, hazardous                     wastes or hazardous substances by the
Company or any of its subsidiaries (or, to                     the knowledge of the
Company, any of its predecessors in interest) at, upon or                     from any of
the property now or previously owned or leased by the Company or its
                    subsidiaries in violation of any applicable law, ordinance, rule,
regulation,                     order, judgment, decree or permit or which would require
remedial action under                     any applicable law, ordinance, rule,
regulation, order, judgment, decree or                     permit, except for any
violation or remedial action which would not have, or                     could not be
reasonably likely to have, singularly or in the aggregate with all
                    such violations and remedial actions, a Material Adverse Effect;
there has been                     no material spill, discharge, leak, emission,
injection, escape, dumping or                     release of any kind onto such property
or into the environment surrounding such                     property of any toxic
wastes, medical wastes, solid wastes, hazardous wastes or                     hazardous
substances due to or caused by the Company or any of its subsidiaries
                    or with respect to which the Company or any of its subsidiaries have
knowledge,                     except for any such spill, discharge, leak, emission,
injection, escape, dumping                     or release which would not have or would
not be reasonably likely to have,                     singularly or in the aggregate with
all such spills, discharges, leaks,                     emissions, injections, escapes,
dumpings and releases, a Material Adverse                     Effect; and the terms “hazardous
wastes”, “toxic wastes”,                     “hazardous substances” and
“medical wastes” shall have the                     meanings specified in any
applicable local, state, federal and foreign laws or                     regulations with
respect to environmental protection.  







	 	        (pp)    
                    Neither the Company nor any of its subsidiaries nor, to the knowledge
of the                     Company, any director, officer, agent, employee or affiliate
of the Company 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.  







	 	        (qq)    
                    No default or event of default with respect to any Indebtedness (as
such term is                     defined in the Indenture) will exist as a result of the
execution and delivery                     of this Agreement, the other Operative
Documents or the Credit Documents or the                     consummation of the
Transactions and each of the Company and its subsidiaries                     has duly
performed or observed all material obligations, agreements, covenants
                    or conditions contained in any contract, indenture, mortgage,
agreement or                     instrument relating to any Indebtedness.  







	 	        (rr)    
                    The Company and each of its subsidiaries have good and marketable
title in fee                     simple to all real property and good and marketable
title to all personal                     property owned by them, in each case, free and
clear of all liens, encumbrances                     and defects except such as are
described in the Pricing Disclosure Package and                     the Final Offering
Memorandum or such as do not materially affect the value of                     such
property and do not materially interfere with the use made and proposed to
                    be made of such property by the Company and its subsidiaries; and all
assets                     held under lease by the Company and its subsidiaries are held
by them under                     valid, subsisting and enforceable leases, with such
exceptions as are not                     material and do not interfere with the use made
and proposed to be made of such                     assets by the Company and its
subsidiaries.  








14 










	 	        (ss)    
                    Immediately after the consummation of the Transactions, the fair
value and                     present fair saleable value of the assets of the Company
and each of its                     subsidiaries (each on a consolidated basis) will
exceed the sum of its stated                     liabilities and identified contingent
liabilities; none of the Company nor any                     of its subsidiaries (each on
a consolidated basis) is, nor will any of the                     Company or any of its
subsidiaries (each on a consolidated basis) be, after                     giving effect
to the execution, delivery and performance of this Agreement and                     the
other Operative Documents and the New Credit Facility and the other Credit
                    Documents and the consummation of the Transactions, (A) left with
unreasonably                     small capital with which to carry on its business as it
is proposed to be                     conducted, (B) unable to pay its debts (contingent
or otherwise) as they mature                     or (C) otherwise insolvent.  







	 	        (tt)    
                    Neither the Company nor any subsidiary is, or, as of the Closing Date
(as                     defined below) after giving effect to the Transactions and the
application of                     the proceeds as described in the Pricing Disclosure
Package and the Final                     Offering Memorandum under the section entitled
“Use of Proceeds,” will                     be, an “investment company” within
the meaning of such term under the                     Investment Company Act of 1940, as
amended (the “Investment Company                     Act”),
and the rules and regulations of the Commission                     thereunder.  







	 	        (uu)    
                    Neither the Company nor any of its subsidiaries nor, to the knowledge
of the                     Company, any other person who has a controlling interest in
the Company or any                     of its subsidiaries or who is an officer,
director, agent or managing employee                     of the Company or its
subsidiaries (1) has engaged in any activities which are                     cause for
criminal or material civil penalties and/or mandatory or permissive
                    exclusion from Medicare or Medicaid, under Section 1320a-7, 1320a-7a,
1320a-7b,                     or 1395nn of Title 42 of the United States Code, the
federal TRICARE statute,                     the Federal False Claims Act 31 U.S.C. §3729-3733,
or the regulations                     promulgated thereunder; (2) has had a material
civil monetary penalty assessed                     against it under Section 1128A of the
Social Security Act                     (“SSA”); (3) has
been excluded from enrollment                     under the Medicare program or a Federal
Health Care Program (as that term is                     defined in SSA Section
1128(B)(f)) (if enrolled in such program); or (4) has                     been convicted
(as that term is defined in 42 C.F.R. §1001.2) of any of the
                    categories of offenses described in SSA Section 1128(a) and (b)(1),
(2) and (3).  







	 	        (vv)    
                    The Company is in compliance in all material respects with all
presently                     applicable provisions of the Health Insurance Portability
and Accountability Act                     of 1996 (“HIPAA”).  







	 	        (ww)    
                    Neither the Company nor any other affiliate (as defined in Rule
501(b) of                     Regulation D under the Securities Act (“Regulation
D”)) of the Company has directly, or through any
agent                     (provided that no representation is made as to the Initial
Purchasers or any                     person acting on their behalf), (i) sold, offered
for sale, solicited offers to                     buy or otherwise negotiated in respect
of, any security (as defined in the                     Securities Act) which is or could
be integrated with the offering and sale of                     the Notes and the
Guarantees in a manner that would require the registration of                     the
Notes and the Guarantees under the Securities Act or (ii) engaged in any
                    form of general solicitation or general advertising (within the
meaning of                     Regulation D, including, but not limited to,
advertisements, articles, notices                     or other communications published
in any newspaper, magazine, or similar medium                     or broadcast over
television or radio, or any seminar or meeting whose attendees                     have
been invited by any general solicitation or general advertising) in
                    connection with the offering of the Notes and the Guarantees. Neither
the                     Company nor any Guarantor has offered, sold or issued any
securities, or                     securities that are convertible into other securities,
with terms that are                     substantially similar to the Notes and the
Guarantees during the six-month                     period preceding the date of the
Final Offering Memorandum, including any sales                     pursuant to Section
4(2) of the Securities Act or Regulation D or Regulation S                     under the
Securities Act.  







15 










	 	        (xx)    
                    Each of the Pricing Disclosure Package and the Final Offering
Memorandum and                     each amendment or supplement thereto, as of its date,
contains the information                     specified in, and meets the requirements of,
Rule 144A(d)(4) under the                     Securities Act.  







	 	        (yy)    
                    Neither the Company nor any Guarantor has distributed and, prior to
the later to                     occur of the Closing Date and completion of the
distribution of the Notes and                     the Guarantees, will not distribute any
offering material in connection with the                     offering and sale of the
Notes other than the Pricing Disclosure Package and the                     Final
Offering Memorandum.  







	 	        (zz)    
                    When issued and delivered pursuant to this Agreement, the Notes and
the                     Guarantees will not be of the same class (within the meaning of
Rule 144A(d)(3)                     under the Securities Act) as securities of the
Company or the Guarantors that                     are listed on a national securities
exchange registered under Section 6 of the                     Exchange Act or that are
quoted in a U.S. automated inter-dealer quotation                     system.  







	 	        (aaa)    
                    Assuming (i) that your representations and warranties in Section 2 of
this                     Agreement are true, (ii) compliance by you with the covenants
set forth herein                     and (iii) that each of the Eligible Purchasers is a
QIB or a person who acquires                     the Notes and the Guarantees outside the
United States in an “offshore                     transaction” and is not a
“U.S. person” (within the meaning of                     Rule 904 of Regulation
S), it is not necessary in connection with the purchase                     of the Notes
and the Guarantees and the offer and initial resale of the Notes                     and
the Guarantees by you in the manner contemplated by this Agreement, the
                    Pricing Disclosure Package and the Final Offering Memorandum, to
register the                     Notes and the Guarantees under the Securities Act or to
qualify the Indenture                     under the Trust Indenture Act.  







	 	        (bbb)    
                    None of the Company, any Guarantor or any of their affiliates or any
person                     acting on their behalf has engaged or will engage in any
directed selling                     efforts within the meaning of Rule 902(b) of
Regulation S with respect to the                     Notes, and the Company, the
Guarantors and their other affiliates and all                     persons acting on their
behalf have complied with and will comply with the                     offering
restrictions requirements of Regulation S in connection with the
                    offering of the Notes outside of the United States and in connection
therewith,                     the Pricing Disclosure Package and the Final Offering
Memorandum will contain                     the disclosure required by Rule 902(h). The
sales of the Notes pursuant to                     Regulation S are not part of a plan or
scheme to evade the registration                     provision of the Securities Act.  








16 









	 	        (ccc)    
                    The Notes sold by the Company 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(c)(3) of the
Securities Act and only upon certification                     of beneficial ownership of
such Notes by non-U.S. persons or U.S. persons who                     purchased such
Notes in transactions that were exempt from the registration
                    requirements of the Securities Act.  







	 	        (ddd)    
                    Neither the Company nor any of its subsidiaries has taken or will
take, directly                     or indirectly, any action designed to cause or result
in, or which has                     constituted or which might reasonably be expected to
constitute, the                     stabilization or manipulation of the price of the
Notes and the Guarantees to                     facilitate the sale or resale of the
Notes and the Guarantees.  







	 	        (eee)    
                    No “nationally recognized statistical rating organization” as
such                     term is defined for purposes of Rule 436(g)(2) under the
Securities Act (i) has                     imposed (or has informed the Company that it
is considering imposing) any                     condition (financial or otherwise) on
the Company’s retaining any rating                     assigned as of the date
hereof to the Company or any of their respective                     securities or (ii) has
indicated to the Company that it is considering (A)                     the downgrading,
suspension or withdrawal of, or any review for a possible                     change that
does not indicate the direction of the possible change in, any                     rating
so assigned or (B) any negative change in the outlook for any rating of
                    the Company.  







	 	        (fff)    
                    The Company has not taken, and will not take, any action that might
cause this                     Agreement or the issuance or sale of the Notes and the
Guarantees to violate                     Regulation T (12 C.F.R. Part 220), Regulation U
(12 C.F.R. Part 221) or                     Regulation X (12 C.F.R. Part 224) of the
Board of Governors of the Federal                     Reserve System.  







	 	        (ggg)    
                    The Company and each Guarantor understands that the Initial
Purchasers and, for                     purposes of the opinions to be delivered to the
Initial Purchasers pursuant to                     Section 7 hereof, counsel to the
Company and counsel to the Initial Purchasers,                     will rely upon the
accuracy and truth of the foregoing representations and                     hereby
consents to such reliance. Any certificate signed by an officer of the
                    Company or any Guarantor and delivered to the Initial Purchasers or
counsel to                     the Initial Purchasers in connection with the issuance of
the Notes shall be                     deemed to be a representation and warranty by the
Company and such Guarantors,                     as to matters covered thereby, to each
Initial Purchaser.  







        SECTION
2. Representations, Warranties and Agreements of the Initial Purchasers. Each of
the Initial Purchasers, severally and not jointly, represents and warrants to, and agrees
with, the Company and the Guarantors, that:  




	 	        (a)    
                    Such Initial Purchaser is a QIB with such knowledge and experience in
financial                     and business matters as are necessary in order to evaluate
the merits and risks                     of an investment in the Notes and the
Guarantees.  







17 










	 	        (b)    
                    Such Initial Purchaser (i) is not acquiring the Notes and the
Guarantees with a                     view to any distribution thereof or with any
present intention of offering or                     selling any of the Notes and the
Guarantees in a transaction that would violate                     the Securities Act or
any state securities laws or any other applicable                     jurisdiction; (ii)
in connection with the Exempt Resales, will solicit offers to                     buy the
Notes and the Guarantees only from, and will offer to sell the Notes and
                    the Guarantees only to, the Eligible Purchasers in accordance with
this                     Agreement and on the terms contemplated by the Pricing
Disclosure Package and                     the Final Offering Memorandum; and (iii) will
not offer or sell the Notes and                     the Guarantees, nor has it offered or
sold the Notes and the Guarantees by, or                     otherwise engaged in, any
form of general solicitation in connection with the                     offering of the
Notes and the Guarantees.  







	 	        (c)    
                    The Notes and the Guarantees have not been and will not be registered
under the                     Securities Act and may not be offered or sold within the
United States or to, or                     for the account or benefit of, U.S. persons
except in accordance with Regulation                     S under the Securities Act or
pursuant to an exemption from the registration                     requirements of the
Securities Act. Such Initial Purchaser represents that it                     has not
offered, sold or delivered the Notes and the Guarantees, and will not
                    offer, sell or deliver the Notes and the Guarantees (i) as part of
their                     distribution at any time or (ii) otherwise until 40 days after
the later of the                     commencement of the offering of the Notes and the
Guarantees and the Closing                     Date (such period, the “Distribution
Compliance                     Period”), within the United States or
to, or for the account                     or benefit of U.S. persons, except in
accordance with Rule 144A under the                     Securities Act. Accordingly, such
Initial Purchaser represents and agrees that                     neither it, its
affiliates nor any persons acting on its behalf have engaged or                     will
engage in any directed selling efforts within the meaning of Rule 902(c) of
                    Regulation S with respect to the Notes and the Guarantees, and its
affiliates                     and all persons acting on its behalf have complied and
will comply with the                     offering restrictions requirements of Regulation
S.  







	 	        (d)    
                    Such Initial Purchaser agrees that, at or prior to confirmation of a
sale of                     Notes and Guarantees (other than a sale pursuant to Rule
144A), it will have                     sent to each distributor, dealer or person
receiving a selling concession, fee                     or other remuneration that
purchases Notes and Guarantees from them during the                     Distribution
Compliance Period a confirmation or notice substantially to the
                    following effect:  







	 	
“The
Notes covered hereby have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”) and may not be offered and sold within the
United States or to, or for the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the later of the
commencement of the offering or the closing date, except in either case in accordance
with Regulation S (or Rule 144A if available) under the Securities Act, and in connection
with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S
during the period referred to above to any distributor, dealer or person receiving a
selling concession, fee or other remuneration, you must deliver a notice substantially to
the foregoing effect. Terms used above have the meanings assigned to them in Regulation S.” 







18 









	 	        (e)    
                    All offers and sales of the Notes and the Guarantees by such Initial
Purchaser                     pursuant to Regulation S are and will be “offshore
transactions”                    within the meaning of Regulation S and are not and
will not be part of a plan or                     scheme to evade the registration
provisions of the Securities Act.  







	 	        (f)    
                    Such Initial Purchaser understands that the Company and, for purposes
of the                     opinions to be delivered to you pursuant to Section 7 hereof,
counsel to the                     Company and counsel to the Initial Purchasers, will
rely upon the accuracy and                     truth of the foregoing representations and
hereby consents to such reliance.  







        The
terms used in this Section 2 that have meanings assigned to them in Regulation S are used
herein as so defined. 



        SECTION
3. Purchase of the Notes and the Guarantees by the Initial Purchasers. On the
basis of the representations and warranties contained in, and subject to the terms and
conditions of, this Agreement, the Company agrees to sell the Notes (and cause the
Guarantors to issue the Guarantees) to the several Initial Purchasers and each of the
Initial Purchasers, severally and not jointly, agrees to purchase the amount of Notes set
opposite that Initial Purchaser’s name in Schedule I hereto. Each Initial
Purchaser will purchase such aggregate principal amount of Notes at an aggregate purchase
price equal to 97.50% of the principal amount thereof (the “Purchase Price”).  




        The
Company shall not be obligated to deliver any of the Notes to be delivered on the Closing
Date (as defined below), except upon payment for all the Notes and the Guarantees to be
purchased on the Closing Date as provided herein. 



        SECTION
4.        Delivery of and Payment for the Notes and the Guarantees. 




	 	        (a)    
                    Delivery of and payment for the Notes and the Guarantees shall be
made at the                     office of Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, New York                     10153, at 9:00 A.M., New York City time,
on the third full business day                     following the date of this Agreement
or at such other date or place as shall be                     determined by agreement
between Lehman Brothers and the Company. This date and                     time are
sometimes referred to as the “Closing                     Date.” 







	 	        (b)    
                    On the Closing Date, one or more Notes in definitive form, registered
in the                     name of Cede & Co., as nominee of The Depository Trust
Company                     (“DTC”), having an aggregate
principal amount                     corresponding to the aggregate principal amount of
Notes sold pursuant to                     Eligible Resales (collectively, the “Global
                    Notes”), shall be delivered by the Company to the
Initial                     Purchasers against payment by the Initial Purchasers of the
purchase price                     thereof by wire transfer of immediately available
funds as the Company may                     direct by written notice delivered to you no
later than two business days prior                     to the Closing Date. The Global
Notes in definitive form shall be made available                     to the Initial
Purchasers for inspection not later than 2:00 p.m. on the                     business
day prior to the Closing Date.  







        SECTION
5. Further Agreements of the Company and the Guarantors. The Company and the
Guarantors, jointly and severally, agree with the Initial Purchasers:  




19 










	 	        (a)    
                    To advise you promptly and, if requested by you, to confirm such
advice in                     writing, of the issuance by the Commission or any state
securities commission of                     any stop order suspending the qualification
or exemption from qualification of                     the Notes and the Guarantees for
offering or sale in any jurisdiction, or the                     initiation or
threatening of any proceeding for such purpose by the Commission                     or
any state securities commission or other regulatory authority. The Company
                    shall use all reasonable efforts to prevent the issuance of any stop
order or                     order suspending the qualification or exemption of the Notes
and the Guarantees                     under any state securities or Blue Sky laws and,
if at any time any state                     securities commission shall issue any stop
order suspending the qualification or                     exemption of the Notes and the
Guarantees under any state securities or Blue Sky                     laws, the Company
shall use all reasonable efforts to obtain the withdrawal or                     lifting
of such order at the earliest possible time.  







	 	        (b)    
                    To furnish to you without charge, as many copies of each document
comprising a                     part of the Pricing Disclosure Package and any
amendments or supplements thereto                     and the Final Offering Memorandum
as you may reasonably request. The Company                     consents to the use of the
Pricing Disclosure Package and the Final Offering                     Memorandum, and any
amendments and supplements thereto required pursuant to this
                    Agreement, by you in connection with the Exempt Resales that are in
compliance                     with this Agreement.  







	 	        (c)    
                    Not to amend or supplement the Pricing Disclosure Package or the
Final Offering                     Memorandum prior to the Closing Date or during the
period referred to in (d)                     below, unless you shall previously have
been advised of, and shall not have                     reasonably objected to, such
amendment or supplement within a reasonable time,                     but in any event
not longer than three days after being furnished a copy of such
                    amendment or supplement; provided, however, that prior to the
completion                     of the distribution of the Notes by the Initial Purchasers
(as determined by the                     Initial Purchasers, but in any event through
the Closing Date), the Company will                     not file any document under the
Exchange Act that is incorporated by reference                     in the Pricing
Disclosure Package or the Final Offering Memorandum unless, prior                     to
such proposed filing, the Company has furnished the Initial Purchasers with a
                    copy of such document for their review and the Initial Purchasers
have not                     reasonably objected to the filing of such document. The
Company shall promptly                     prepare, upon any reasonable request by you,
any amendment or supplement to the                     Pricing Disclosure Package or the
Final Offering Memorandum that may be                     necessary or advisable in
connection with Exempt Resales. The Company shall                     promptly advise you
when any document filed under the Exchange Act that is                     incorporated
by reference in the Pricing Disclosure Package or the Final                     Offering
Memorandum shall have been filed with the Commission.  







	 	        (d)    
                    If at any time following the issuance of any document included in the
Pricing                     Disclosure Package or the Final Offering Memorandum and prior
to the completion                     of the distribution of the Notes by the Initial
Purchasers (as determined by the                     Initial Purchasers, but in event
through the Closing Date), there occurs an                     event or development as a
result of which such documents included or would                     include any untrue
statement of a material fact or omitted or would omit to                     state any
material fact necessary to make the statements therein, in light of
                    the circumstances prevailing at that subsequent time, not misleading,
or if it                     should be necessary to amend or supplement the Pricing
Disclosure Package or the                     Final Offering Memorandum to comply with
applicable law, the Company promptly                     will (i) notify the Initial
Purchasers of any such event; (ii) subject to the                     requirements of
paragraph (c) of this Section 5, prepare an amendment or                     supplement
that will correct such statement or omission or effect such
                    compliance; and (iii) supply any supplemented or amended Pricing
Disclosure                     Package or Final Offering Memorandum to the Initial
Purchasers and counsel for                     the Initial Purchasers without charge in
such quantities as you may reasonably                     request. Clause (i) of the
first section of this paragraph (d) does not apply to                     statements in
or omission from any document in the Pricing Disclosure Package or
                    the Final Offering Memorandum in reliance upon and in conformity with
written                     information furnished to the Company by the Initial
Purchasers specifically for                     use therein, which information consists
solely of the information contained in                     Section 8(e).  








20 









	 	        (e)    
                    If, in connection with any Exempt Resales or market making
transactions after                     the date of this Agreement and prior to the
consummation of the Registered                     Exchange Offer, any event shall occur
or information becomes known that, in the                     judgment of the Company or
in your judgment or the judgment of counsel to you,                     makes any
statement of a material fact in the Pricing Disclosure Package and the
                    Final Offering Memorandum untrue or that requires the making of any
additions to                     or changes in the Pricing Disclosure Package and the
Final Offering Memorandum                     in order to make the statements in the
Pricing Disclosure Package and the Final                     Offering Memorandum, in the
light of the circumstances at the time that the                     Pricing Disclosure
Package and the Final Offering Memorandum is delivered to                     prospective
Eligible Purchasers, not misleading, or if it is necessary to amend
                    or supplement the Pricing Disclosure Package and the Final Offering
Memorandum                     to comply with applicable law, the Company will promptly
notify you of such                     event and prepare an appropriate amendment or
supplement to the Pricing                     Disclosure Package and the Final Offering
Memorandum so that, at the time that                     the Pricing Disclosure Package
and the Final Offering Memorandum is delivered to                     prospective
Eligible Purchasers, (i) the statements in the Pricing Disclosure
                    Package and the Final Offering Memorandum as amended or supplemented,
in the                     light of the circumstances under which they were made, will
not be misleading                     and (ii) the Pricing Disclosure Package and the
Final Offering Memorandum will                     comply with applicable law.  







	 	        (f)    
                    Promptly from time to time to take such action as you may reasonably
request to                     qualify the Notes and the Guarantees for offering and sale
under the state                     securities or Blue Sky laws of such jurisdictions as
you may request                     (provided, however, that the Company and the
Guarantors shall not be                     obligated to qualify as a foreign corporation
in any jurisdiction in which they                     are not now so qualified or to take
any action that would subject them to                     general consent to service of
process in any jurisdiction in which it is not now                     so subject) and to
comply with such laws so as to permit the continuance of                     sales and
dealings therein in such jurisdictions for as long as may be necessary
                    to complete the distribution of the Notes and the Guarantees.  








21 









	 	        (g)    
                    To use all best efforts to do and perform all things required to be
done and                     performed under this Agreement by them prior to or after the
Closing Date and to                     satisfy all conditions precedent on its part to
the delivery of the Notes and                     the Guarantees.  







	 	        (h)    
                    Except as contemplated in the Registration Rights Agreement, not to
sell, offer                     for sale or solicit offers to buy or otherwise negotiate
in respect of any                     security (as defined in the Securities Act) that
would be integrated with the                     sale of the Notes and the Guarantees in
a manner that would require the                     registration under the Securities Act
of the sale to you or the Eligible                     Purchasers of the Notes and the
Guarantees.  







	 	        (i)    
                    During the period of two years after the Closing Date, not to, and to
not permit                     any of their affiliates to, resell any of the Notes that
constitute                     “restricted securities” under Rule 144 under the
Securities Act that                     have been acquired by any of them.  







	 	        (j)    
                    Not to, and to not permit any of its affiliates or any person acting
on its or                     their behalf to, engage in any form of general solicitation
or general                     advertising (within the meaning of Regulation D) in
connection with the offering                     of the Notes and the Guarantees.  







	 	        (k)    
                    Not to, and to not permit any of its affiliates or any person acting
on its or                     their behalf to, engage in any directed selling efforts
within the meaning of                     Rule 902(b) of Regulation S with respect to the
Notes, and to, and require its                     affiliates or any person acting on its
or their behalf to, comply with the                     offering restrictions
requirements of Regulation S in connection with the                     offering of the
Notes and the Guarantees outside of the United States.  







	 	        (l)    
                    Not to, and to not permit any of their subsidiaries or affiliates to
take,                     directly or indirectly, any action designed to cause or result
in, or which has                     constituted or which might reasonably be expected to
constitute, the                     stabilization or manipulation of the price of the
Notes and the Guarantees to                     facilitate the sale or resale of the
Notes and the Guarantees.  







	 	        (m)    
                    For so long as any Notes remain outstanding and during any period in
which the                     Company or the Guarantors are not subject to Section 13 or
15(d) of the Exchange                     Act, to make available to any registered holder
or beneficial owner of the Notes                     in connection with any sale thereof
and any prospective purchaser of the Notes                     from such registered
holder or beneficial owner, the information required by                     Rule
144A(d)(4) under the Securities Act.  







	 	        (n)    
                    To use its best efforts to cause the Notes to be eligible for trading
in The                     PORTAL® Market (“PORTAL”),
a                     subsidiary of The Nasdaq Stock Market, Inc., and to permit the
Notes to be                     eligible for clearance and settlement through DTC.  







	 	        (o)    
                    To apply the net proceeds from the sale of the Notes as set forth in
the Pricing                     Disclosure Package and the Final Offering Memorandum
under the section entitled                     “Use of Proceeds.” 








22 










	 	        (p)    
                    To take such steps as shall be necessary to ensure that none of the
Company nor                     any subsidiary of the Company shall become an “investment
company”                    within the meaning of such term under the Investment
Company Act and the rules                     and regulations of the Commission
thereunder.  







	 	        (q)    
                    Except for borrowings under the New Credit Facility, for a period of
180 days                     from the date of the Final Offering Memorandum, not to,
directly or indirectly,                     sell, contract to sell, grant any option to
purchase, issue any instrument                     convertible into or exchangeable for,
or otherwise transfer or dispose of, any                     debt securities of the
Company or any of its subsidiaries in a public or private                     offering
for cash having a maturity of more than one year from the date of issue
                    of such securities, except (i) for the Exchange Notes and the
Exchange Note                     Guarantees in connection with the Exchange Offer or
(ii) with the prior consent                     of the Initial Purchasers, which consent
shall not be unreasonably withheld.  







	 	        (r)    
                    For so long as any Notes remain outstanding, to furnish to you copies
of all                     materials furnished by the Company to its shareholders and
holders of Notes and                     all public reports and all reports and financial
statements furnished by the                     Company to the principal national
securities exchange upon which the                     Company’s common stock or the
Notes may be listed pursuant to requirements                     of or agreements with
such exchange or to the Commission pursuant to the                     Exchange Act or
any rule or regulation of the Commission thereunder.  







	 	        (s)    
                    The New Credit Facility shall be executed in substantially the same
forms on the                     Closing Date as the forms provided to the Initial
Purchasers in accordance with                     Section 7(l) of this Agreement.  







	 	        (t)    
                    Before using, authorizing, approving or referring to any Free Writing
                    Communication (other than written communications that are listed in
Schedule II                     hereto and the Final Offering Memorandum), the Company
will furnish to the                     Initial Purchasers and counsel for the Initial
Purchasers a copy of such written                     communication for review and will
not use, authorize, approve or refer to any                     such written
communication to which the Initial Purchasers reasonably object.  







        SECTION
6. Expenses. The Company agrees that, whether or not the transactions contemplated
by this Agreement are consummated or this Agreement becomes effective or is terminated,
to pay all costs, expenses, fees and taxes incident to and in connection with: (i) the
preparation, printing, filing and distribution of the Pricing Disclosure Package and the
Final Offering Memorandum (including, without limitation, financial statements) and all
amendments and supplements thereto (but not, however, legal fees and expenses of your
counsel incurred in connection therewith), (ii) the preparation, printing (including,
without limitation, word processing and duplication costs) and delivery of this
Agreement, the Indenture, all Blue Sky Memoranda and all other agreements, memoranda,
correspondence and other documents printed and delivered in connection herewith and with
the Exempt Resales (but not, however, legal fees and expenses of your counsel incurred in
connection with any of the foregoing other than fees of such counsel plus reasonable
disbursements incurred in connection with the preparation, printing and delivery of such
Blue Sky Memoranda), (iii) the issuance and delivery by the Company and the Guarantors of
the Notes and the Guarantees, (iv) the qualification of the Notes for offer and sale
under the securities or Blue Sky laws of the several states (including, without
limitation, the reasonable fees and disbursements of your counsel relating to such
registration or qualification), (v) furnishing such copies of the Pricing Disclosure
Package and the Final Offering Memorandum, and all amendments and supplements thereto, as
may be reasonably requested for use in connection with the Exempt Resales, (vi) the
preparation of certificates for the Notes (including, without limitation, printing and
engraving thereof), (vii) the fees, disbursements and expenses of the Company’s
counsel and accountants, the Trustee and counsel for the Trustee, (viii) all expenses and
listing fees in connection with the application for quotation of the Notes in PORTAL,
(ix) the costs and expenses of the Company relating to investor presentations on any road
show undertaken in connection with the offering of the Notes, including without
limitation, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show
presentations with the prior approval of the Company, travel and lodging expenses of the
representatives and officers of the Company and any such consultants, and one-half of the
cost of any aircraft chartered in connection with the road show; (x) all fees and
expenses (including fees and expenses of counsel) of the Company in connection with
approval of the Notes by DTC for “book-entry”transfer; and (xi) the performance
by the Company and the Guarantors of their other obligations under this Agreement.  




23 










        SECTION
7. Conditions of Initial Purchasers’ Obligations. The respective obligations
of the Initial Purchasers hereunder are subject to the accuracy, at the Applicable Time
and the Closing Date, of the representations and warranties of the Company contained
herein, to the performance by the Company of its obligations hereunder, and to each of
the following additional terms and conditions.  




	 	        (a)    
                    The Final Offering Memorandum shall have been printed and copies
distributed to                     you not later than 9:00 A.M., New York City time, on
May 24, 2006, or at such                     later date and time as you may approve in
writing, and no stop order suspending                     the qualification or exemption
from qualification of the Notes in any                     jurisdiction shall have been
issued and no proceeding for that purpose shall                     have been commenced
or shall be pending or threatened.  







	 	        (b)    
                    No Initial Purchaser shall have discovered and disclosed to the
Company on or                     prior to such Closing Date that the Pricing Disclosure
Package or the Final                     Offering Memorandum or any amendment or
supplement thereto contains an untrue                     statement of a fact which, in
the opinion of Weil, Gotshal & Manges LLP,                     counsel for the
Initial Purchasers, is material or omits to state a fact which,                     in
the opinion of such counsel, is material and is required to be stated therein
                    or is necessary to make the statements therein not misleading.  







	 	        (c)    
                    All corporate proceedings and other legal matters incident to the
authorization,                     form and validity of this Agreement, the other
Operative Documents, the Credit                     Documents, the Pricing Disclosure
Package, the Final Offering Memorandum, and                     all other legal matters
relating to this Agreement and the Transactions shall be                     reasonably
satisfactory in all material respects to counsel for the Initial
                    Purchasers, and the Company shall have furnished to such counsel all
documents                     and information that they may reasonably request to enable
them to pass upon                     such matters.  








24   










	 	        (d)    
                    Foley & Lardner LLP shall have furnished to the Initial
Purchasers its                     written opinion, as counsel to the Company and the
Guarantors, addressed to the                     Initial Purchasers and dated as of the
Closing Date, in form and substance                     reasonably satisfactory to the
Initial Purchasers and its counsel, substantially                     in the form
attached hereto as Exhibit B.  







	 	        (e)    
                    The Initial Purchasers shall have received from Weil, Gotshal & Manges
LLP,                     counsel for the Initial Purchasers, such opinion or opinions,
dated as of the                     Closing Date, with respect to the issuance and sale
of the Notes and the                     Guarantees, the Pricing Disclosure Package, the
Final Offering Memorandum and                     other related matters as the Initial
Purchasers may reasonably require, and the                     Company shall have
furnished to such counsel such documents as they reasonably                     request
for the purpose of enabling them to pass upon such matters.  







	 	        (f)    
                    The sale and initial resale of the Series A Convertible Preferred
Stock, shall                     have occurred pursuant to the Preferred Stock Purchase
Agreement.  







	 	        (g)    
                    Each of the Company, the Guarantors and the Trustee shall have
entered into the                     Indenture and the Initial Purchasers shall have
received counterparts, conformed                     as executed, thereof.  







	 	        (h)    
                    Each of the Company, the Guarantors and the Initial Purchasers shall
have                     entered into the Registration Rights Agreement and the Initial
Purchasers shall                     have received counterparts, conformed as executed,
thereof.  







	 	        (i)    
                    The Notes shall have been approved for trading in PORTAL and shall be
eligible                     for clearance and settlement through The Depository Trust
Company.  







	 	        (j)    
                    At the Applicable Time, the Initial Purchasers shall have received
from                     PricewaterhouseCoopers LLP, a letter, in form and substance
satisfactory to the                     Initial Purchasers, addressed to the Initial
Purchasers and dated the date                     hereof (i) confirming that they are
independent public accountants within the                     meaning of the Securities
Act and are in compliance with the applicable                     requirements relating
to the qualification of accountants under Rule 2-01                     of
Regulation S-X of the Commission, (ii) stating, as of the Applicable Time
                    (or, with respect to matters involving changes or developments since
the                     respective dates as of which specified financial information is
given in the                     Preliminary Offering Memorandum, as of a date not more
than three days prior to                     the Applicable Time), the conclusions and
findings of such firm with respect to                     the financial information and
other matters ordinarily covered by                     accountants’ “comfort
letters” to initial purchasers.  







	 	        (k)    
                    With respect to the letter of PricewaterhouseCoopers, LLP, referred
to in the                     preceding paragraph and delivered to the Initial Purchasers
concurrently with                     the execution of this Agreement (the “initial
                    letter”), the Initial Purchasers shall have
received a                     letter (the “bring-down letter”)
of such                     accountants, addressed to the Initial Purchasers and dated as
of the Closing                     Date (i) confirming that they are independent
public accountants within the                     meaning of the Securities Act and are
in compliance with the applicable                     requirements relating to the
qualification of accountants under Rule 2-01 of                     Regulation S-X of the
Commission, (ii) stating, as of the date of the                     bring-down
letter (or, with respect to matters involving changes or developments
                    since the respective dates as of which specified financial
information is given                     in the Preliminary Offering Memorandum, as of a
date not more than three days                     prior to the date of the bring-down
letter), the conclusions and findings of                     such firm with respect to
the financial information and other matters covered by                     the initial
letter and (iii) confirming in all material respects the
                    conclusions and findings set forth in the initial letter.  







25 










	 	        (l)    
                    The Initial Purchasers shall have received a copy of the Credit
Documents with                     all schedules, exhibits and amendments thereto,
certified by an executive                     officer of the Company as a true, correct
and complete copy as of the Closing                     Date.  







	 	        (m)    
                    The Initial Purchasers shall have received (i) a certificate from the
Company,                     dated the Closing Date, signed by its Chairman of the Board
or President and its                     Chief Financial Officer or Treasurer and (ii) a
certificate from each Guarantor,                     dated as of the Closing Date, signed
by its Chairman of the Board or President                     stating, as applicable,
that:  







	 	        (A)    
                    The representations and warranties of the Company and the Guarantors,
as                     applicable, are true and correct as if made on and as of the
Closing Date (other                     than to the extent any such representation or
warranty is made expressly to a                     certain date), and the Company and
the Guarantors, as applicable, have performed                     all covenants and
agreements and satisfied all conditions on their part to be                     performed
or satisfied hereunder, to the extent a party thereto, at or prior to
                    the Closing Date;  







	 	        (B)    
                    As of the Closing Date, since the date hereof or since the date of
the most                     recent financial statements in the Pricing Disclosure
Package and the Final                     Offering Memorandum, except as described in the
Pricing Disclosure Package and                     the Final Offering Memorandum, no
event or events have occurred, nor has any                     information become known
that, individually or in the aggregate, would have a                     material adverse
effect on the consolidated financial position,                     shareholders’ equity,
results of operation, business or prospects of the                     Company and its
subsidiaries;  







	 	        (C)    
                    They have carefully examined the Pricing Disclosure Package and the
Final                     Offering Memorandum and, in their opinion the Pricing
Disclosure Package and the                     Final Offering Memorandum, as of their
respective dates, did not, and the                     Pricing Disclosure Package and the
Final Offering Memorandum, as of the Closing                     Date, does not include
any untrue statement of a material fact and did not omit                     to state a
material fact required to be stated therein or necessary to make the
                    statements therein, in the light of the circumstances under which
they were                     made, not misleading, and since the date of the Pricing
Disclosure Package and                     the Final Offering Memorandum, no event has
occurred which should have been set                     forth in a supplement or
amendment to the Pricing Disclosure Package and the                     Final Offering
Memorandum; and  








26 









	 	        (D)    
                    The issuance and sale of the Notes and Guarantees by the Company and
the                     Guarantors hereunder has not been enjoined (temporarily or
permanently) by any                     court or governmental body or agency.  







	 	        (n)    
                    (i) Neither the Company nor any of its subsidiaries shall have
sustained since                     the date of the latest audited financial statements
included in the Pricing                     Disclosure Package and the Final Offering
Memorandum (exclusive of any amendment                     or supplement thereto after
the date hereof) any loss or interference with its                     business from
fire, explosion, flood or other calamity, whether or not covered                     by
insurance, or from any labor dispute or court or governmental action, order
                    or decree, otherwise than as set forth or contemplated in the Pricing
Disclosure                     Package and the Final Offering Memorandum and (ii) since
the Applicable Time                     there shall not have been any change in the
capital stock or long-term debt of                     the Company or any of its
subsidiaries or any change, or any development                     involving a
prospective change, in or affecting the general affairs, management,
                    financial position, shareholders’ equity or results of
operations of the                     Company and its subsidiaries, otherwise than as set
forth or contemplated in the                     Pricing Disclosure Package and the Final
Offering Memorandum, the effect of                     which, in any such case described
in clause (i) or (ii), is, in the judgment of                     Lehman Brothers and
Citigroup, so material and adverse as to make it                     impracticable or
inadvisable to proceed with the offering or the delivery of the                     Notes
and the Guarantees being delivered on such Closing Date on the terms and
                    in the manner contemplated herein and in the Pricing Disclosure
Package and the                     Final Offering Memorandum.  







	 	        (o)    
                    Subsequent to the Applicable Time (i) no downgrading shall have
occurred in the                     rating accorded the Company’s debt securities by
any “nationally                     recognized statistical rating organization”,
as that term is defined by the                     Commission for purposes of Rule
436(g)(2) of the Securities Act and (ii) no such                     organization shall
have publicly announced or privately informed the Company                     that it has
under surveillance or review, with possible negative implications,
                    its rating of any of the Company’s debt securities.  







	 	        (p)    
                    Subsequent to the Applicable Time, there shall not have occurred any
of the                     following: (i) trading in securities generally on the New York
Stock Exchange or                     the American Stock Exchange or in the
over-the-counter market, or trading in any                     securities of the Company
on any exchange or in the over-the-counter market,                     shall have been
suspended or the settlement of such trading generally shall have                     been
materially disrupted or minimum prices shall have been established on any
                    such exchange or such market by the Commission, by such exchange or
by any other                     regulatory body or governmental authority having
jurisdiction, (ii) a banking                     moratorium shall have been declared by
Federal or state authorities, (iii) the                     United States shall have
become engaged in hostilities, there shall have been an                     escalation in
hostilities involving the United States or there shall have been a
                    declaration of a national emergency or war by the United States or
(iv) there                     shall have occurred such a material adverse change in
general economic,                     political or financial conditions (or the effect of
international conditions on                     the financial markets in the United
States shall be such) or there shall have                     occurred any other calamity
or crisis, including without limitation as a result                     of terrorist
activities after the date hereof, as to make it, in the judgment of
                    Lehman Brothers and Citigroup, impracticable or inadvisable to
proceed with the                     public offering or delivery of the Notes and the
Guarantees being delivered on                     such Closing Date on the terms and in
the manner contemplated herein and in the                     Pricing Disclosure Package
and the Final Offering Memorandum.  








27 









	 	        (q)    
                    The Initial Purchasers shall have received such other documents,
agreements,                     certificates and information as they shall have
reasonably requested.  







        All
opinions, letters, evidence and certificates mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are
in form and substance reasonably satisfactory to counsel for the Initial Purchasers. 



        SECTION
8. Indemnification and Contribution.  




	 	        (a)    
                    The Company and the Guarantors shall jointly and severally indemnify
and hold                     harmless each Initial Purchaser, its directors, officers and
employees and each                     person, if any, who controls any Initial Purchaser
within the meaning of the                     Securities Act, from and against any loss,
claim, damage or liability, joint or                     several, or any action in
respect thereof (including, but not limited to, any                     loss, claim,
damage, liability or action relating to purchases and sales of the
                    Notes and the Guarantees), to which that Initial Purchaser, director,
officer,                     employee or controlling person may become subject, under the
Securities Act or                     otherwise, insofar as such loss, claim, damage,
liability or action arises out                     of, or is based upon, (i) any untrue
statement or alleged untrue statement of a                     material fact contained
(A) in any document comprising a part of the Pricing                     Disclosure
Package, the Final Offering Memorandum or in any amendment or
                    supplement thereto or (B) in any blue sky application or other
document prepared                     or executed by the Company or the Guarantors (or
based upon any written                     information furnished by the Company or the
Guarantors) specifically for the                     purpose of qualifying any or all of
the Notes under the securities laws of any                     state or other
jurisdiction (any such application, document or information being
                    hereinafter called a “Blue Sky Application”)
or                     (C) in any materials or information provided to investors by, or
with the                     approval of, the Company in connection with the marketing of
the offering of the                     Notes (“Marketing Materials”),
including any                     roadshow or investor presentations made to investors by
the Company (whether in                     person or electronically), (ii) the omission
or alleged omission to state in any                     document comprising a part of the
Pricing Disclosure Package, the Final Offering                     Memorandum or in any
amendment or supplement thereto, or in any Blue Sky                     Application or
Marketing Materials, any material fact required to be stated                     therein
or necessary to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading or (iii) 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 Notes and the Guarantees or                     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                     matters
covered by clause (i) or (ii) above (provided, however, that the
                    Company and the Guarantors shall not be liable under this clause (iii) to
                    the extent that it is determined in a final judgment by a court of
competent                     jurisdiction 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 shall reimburse each
Initial Purchaser and each such director, officer,                     employee or
controlling person promptly upon demand for any legal or other
                    expenses reasonably incurred by that Initial Purchaser, director,
officer,                     employee or controlling person in connection with
investigating or defending or                     preparing to defend against any such
loss, claim, damage, liability or action as                     such expenses are
incurred. The foregoing indemnity agreement is in addition to                     any
liability which the Company and the Guarantors may otherwise have to any
                    Initial Purchaser or to any director, officer, employee or
controlling person of                     that Initial Purchaser.  








28 









	 	        (b)    
                    Each Initial Purchaser shall, severally and not jointly, indemnify
and hold                     harmless the Company, the Guarantors, their officers, each
of their directors,                     and each person, if any, who controls the Company
within the meaning of the                     Securities Act, from and against any loss,
claim, damage or liability, joint or                     several, or any action in
respect thereof, to which the Company, the Guarantors                     or any such
director, officer or controlling person may become subject, under                     the
Securities Act or otherwise, insofar as such loss, claim, damage, liability
                    or action arises out of, or is based upon, (i) any untrue
statement or                     alleged untrue statement of a material fact contained in
any document comprising                     a part of the Pricing Disclosure Package, the
Final Offering Memorandum or in                     any amendment or supplement thereto,
or in any Blue Sky Application or                     (ii) the omission or alleged
omission to state in any document comprising a                     part of the Pricing
Disclosure Package, the Final Offering Memorandum or in any                     amendment
or supplement thereto, or in any Blue Sky Application any material
                    fact required to be stated therein or necessary to make the
statements therein,                     in the light of the circumstances under which
they were made, not misleading,                     but in each case only to the extent
that the untrue statement or alleged untrue                     statement or omission or
alleged omission was made in reliance upon and in                     conformity with
written information concerning such Initial Purchaser furnished                     to
the Company through Lehman Brothers by or on behalf of that Initial Purchaser
                    specifically for inclusion therein, which information is limited to
the                     information contained in Section 8(e) of this Agreement, and
shall reimburse the                     Company and any such director, officer or
controlling person for any legal or                     other expenses reasonably
incurred by the Company or any such director, officer                     or controlling
person in connection with investigating or defending or preparing                     to
defend against any such loss, claim, damage, liability or action as such
                    expenses are incurred. The foregoing indemnity agreement is in
addition to any                     liability which any Initial Purchaser may otherwise
have to the Company, the                     Guarantors or any such director, officer,
employee or controlling person.  








29 









	 	        (c)    
                    Promptly after receipt by an indemnified party under this Section 8
of                     notice of any claim or the commencement of any action, the
indemnified party                     shall, if a claim in respect thereof is to be made
against the indemnifying                     party under this Section 8, notify the
indemnifying party in writing of the                     claim or the commencement of
that action; provided, however, that the                     failure to notify the
indemnifying party shall not relieve it from any liability                     which it
may have under this Section 8 except to the extent it has been
                    materially prejudiced by such failure and, provided further, that
the                     failure to notify the indemnifying party shall not relieve it
from any liability                     which it may have to an indemnified party
otherwise than under this                     Section 8. If any such claim or action
shall be brought against an                     indemnified party, and it shall notify
the indemnifying party thereof, the                     indemnifying party shall be
entitled to participate therein and, to the extent                     that it wishes,
jointly with any other similarly notified indemnifying party, to
                    assume the defense thereof with counsel reasonably satisfactory to
the                     indemnified party. After notice from the indemnifying party to
the indemnified                     party of its election to assume the defense of such
claim or action, the                     indemnifying party shall not be liable to the
indemnified party under this                     Section 8 for any legal or other
expenses subsequently incurred by the                     indemnified party in connection
with the defense thereof other than reasonable                     costs of
investigation; provided, however, that Lehman Brothers shall
                    have the right to employ counsel to represent jointly Lehman Brothers
and those                     other Initial Purchasers and their respective directors,
officers, employees and                     controlling persons who may be subject to
liability arising out of any claim in                     respect of which indemnity may
be sought by the Initial Purchasers against the                     Company under this
Section 8 if, in the reasonable judgment of Lehman                     Brothers, it
is advisable for Lehman Brothers and those Initial Purchasers,
                    directors, officers, employees and controlling persons to be jointly
represented                     by separate counsel, and in that event the fees and
expenses of such separate                     counsel shall be paid by the Company. No
indemnifying party shall                     (i) without the prior written consent
of the indemnified parties (which                     consent shall not be unreasonably
withheld), settle or compromise or consent to                     the entry of any
judgment with respect to any pending or threatened claim,                     action,
suit or proceeding in respect of which indemnification or contribution
                    may be sought hereunder (whether or not the indemnified parties are
actual or                     potential parties to such claim or action) unless such
settlement, compromise or                     consent includes an unconditional release
of each indemnified party from all                     liability arising out of such
claim, action, suit or proceeding and does not                     include any findings
of fact or admissions of fault or culpability as to the                     indemnified
party or (ii) be liable for any settlement of any such action
                    effected without its written consent (which consent shall not be
unreasonably                     withheld), but if settled with the consent of the
indemnifying party or if there                     be a final judgment of the plaintiff
in any such action, the indemnifying party                     agrees to indemnify and
hold harmless any indemnified party from and against any                     loss or
liability by reason of such settlement or judgment.  








30 










	 	        (d)    
                    If the indemnification provided for in this Section 8 shall for
any reason                     be unavailable to or insufficient to hold harmless an
indemnified party under                     Section 8(a) or 8(b) in respect of any
loss, claim, damage or liability, or                     any action in respect thereof,
referred to therein, then each indemnifying party                     shall, in lieu of
indemnifying such indemnified party, contribute to the amount                     paid or
payable by such indemnified party as a result of such loss, claim,
                    damage or liability, or action in respect thereof, (i) in such
proportion as                     shall be appropriate to reflect the relative benefits
received by the Company on                     the one hand and the Initial Purchasers on
the other from the offering of the                     Notes and the Guarantees 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, on the one hand, and the Initial
Purchasers                     on the other with respect to the statements or omissions
which resulted in such                     loss, claim, damage or liability, or action in
respect thereof, as well as any                     other relevant equitable
considerations. The relative benefits received by the                     Company on the
one hand and the Initial Purchasers on the other with respect to                     such
offering shall be deemed to be in the same proportion as the total net
                    proceeds from the offering of the Notes and the Guarantees purchased
under this                     Agreement (before deducting expenses) received by the
Company, on the one hand,                     and the total discounts and commissions
received by the Initial Purchasers with                     respect to the Notes and the
Guarantees purchased under this Agreement, on the                     other hand, bear to
the total gross proceeds from the offering of the Notes and                     the
Guarantees under this Agreement. The relative fault shall be determined by
                    reference to whether the untrue or alleged untrue statement of a
material fact                     or omission or alleged omission to state a material
fact relates to information                     supplied by the Company or the Initial
Purchasers, the intent of the parties and                     their relative knowledge,
access to information and opportunity to correct or                     prevent such
statement or omission. The Company, the Guarantors and the Initial
                    Purchasers agree that it would not be just and equitable if
contributions                     pursuant to this Section 8 were to be 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 into account the equitable                     considerations referred to
herein. The amount paid or payable by an indemnified                     party as a
result of the loss, claim, damage or liability, or action in respect
                    thereof, referred to above in this Section 8 shall be deemed to
include, for                     purposes of this Section 8(d), any legal or other
expenses reasonably                     incurred by such indemnified party in connection
with investigating or defending                     or preparing to defend any such
action or claim. Notwithstanding the provisions                     of this Section 8(d),
no Initial Purchaser shall be required to contribute                     any amount in
excess of the amount by which the total price at which the Notes
                    purchased by it was resold to Eligible Purchasers exceeds the amount
of any                     damages which such Initial Purchaser has otherwise paid or
become liable to pay                     by reason of any untrue or alleged untrue
statement or omission or alleged                     omission. No person guilty of
fraudulent misrepresentation (within the meaning                     of Section 11(f)
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 as provided in
this                     Section 8(d) are several in proportion to their respective
purchase                     obligations and not joint.  








	 	        (e)    
                    The Initial Purchasers severally confirm and the Company and the
Guarantors                     acknowledge that the last sentence on the cover page of
the Final Offering                     Memorandum, and the fifth, sixth and ninth
paragraphs under the section entitled                     “Plan of Distribution” in
the Final Offering Memorandum constitute the                     only information
concerning the Initial Purchasers furnished in writing to the                     Company
by or on behalf of the Initial Purchasers specifically for inclusion in
                    the Preliminary Offering Memorandum and the Final Offering
Memorandum.  







        SECTION
9. Defaulting Initial Purchasers.  





31 









        If,
on the Closing Date, any Initial Purchaser defaults in the performance of its obligations
under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated
to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase
on such Closing Date in the respective proportions which the amount of the Notes set forth
opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I
hereto bears to the total amount of Notes set forth opposite the names of all the
remaining non-defaulting Initial Purchasers in Schedule I hereto; provided,
however, that the remaining non-defaulting Initial Purchasers shall not be obligated
to purchase any of the Notes on such Closing Date if the total amount of the Notes which
the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on
such date exceeds 10% of the total amount of Notes to be purchased on such Closing Date,
and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more
than 110% of the amount of Notes which it agreed to purchase on such Closing Date pursuant
to the terms of Section 2. If the foregoing maximums are exceeded, the remaining
non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to
Lehman Brothers who so agree, shall have the right, but shall not be obligated, to
purchase, in such proportion as may be agreed upon among them, all of the Notes to be
purchased on such Closing Date. If the remaining Initial Purchasers or other Initial
Purchasers satisfactory to Lehman Brothers do not elect to purchase the Notes which the
defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such
Closing Date, this Agreement shall terminate without liability on the part of any
non-defaulting Initial Purchaser or the Company, except that the Company will continue to
be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As
used in this Agreement, the term “Initial Purchaser”
includes, for all purposes of this Agreement unless the context requires otherwise, any
party not listed in Schedule I hereto who, pursuant to this Section 9, purchases
the Notes which a defaulting Initial Purchaser agreed but failed to purchase. 



        Nothing
contained herein shall relieve a defaulting Initial Purchaser of any liability it may have
to the Company and the Guarantors for damages caused by its default. If other Initial
Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing
Initial Purchaser, either the Lehman Brothers or the Company may postpone the Closing Date
for up to seven full business days in order to effect any changes that in the opinion of
counsel for the Company or counsel for the Initial Purchasers may be necessary in the
Pricing Disclosure Package and the Final Offering Memorandum or in any other document or
arrangement. 



        SECTION
10. Termination. The obligations of the Initial Purchasers hereunder may be
terminated by Lehman Brothers by notice given to and received by the Company prior to
delivery of and payment for the Notes if, prior to that time, any of the events described
in Sections 7(n), 7(o) and 7(p) shall have occurred or if the Initial Purchasers shall
decline to purchase the Notes for any reason permitted under this Agreement.  




        SECTION
11. Reimbursement of Initial Purchasers’ Expenses. If the Company and the
Guarantors shall fail to deliver the Notes and the Guarantees to the Initial Purchasers
by reason of any failure, refusal or inability on the part of the Company and the
Guarantors to perform any agreement on its part to be performed, or because any other
condition of the Initial Purchasers’ obligations hereunder required to be fulfilled
by the Company and the Guarantors is not fulfilled, the Company and the Guarantors will
reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) incurred by the Initial Purchasers in connection with
this Agreement and the proposed purchase of the Notes and the Guarantees, and upon demand
the Company and the Guarantors shall pay the full amount thereof to Lehman Brothers.  





32 









        SECTION
12. Research Independence. The Company acknowledges and agrees that the Initial
Purchasers’research analysts and research departments are required to be independent
from their respective investment banking division and are subject to certain regulations
and internal policies, and that such Initial Purchasers’ research analysts may hold
and make statements or investment recommendations and/or publish research reports with
respect to the Company and/or the Notes offering that differ from the views of its
investment bankers. The Company hereby waives and releases, to the fullest extent
permitted by law, any claims that the Company may have against the Initial Purchasers
with respect to any conflict of interest that may arise from the fact that the views
expressed by its independent research analysts and research department may be different
from or inconsistent with the views or advice communicated to the Company by such Initial
Purchaser’s investment banking division. The Company acknowledges that each of the
Initial Purchasers is a full service securities firm and as such from time to time,
subject to applicable securities laws, may effect transactions for its own account or the
account of its customers and hold long or short positions in debt or equity securities of
the companies which may be the subject of the transactions contemplated by this
Agreement.  




        SECTION
13. No Fiduciary Duty. The Company acknowledges and agrees that in connection with
this offering, sale of the Notes or any other services the Initial Purchasers may be
deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory
or otherwise, between the parties or any oral representations or assurances previously or
subsequently made by the Initial Purchasers: (i) no fiduciary or agency relationship
between the Company and any other person, on the one hand, and the Initial Purchasers, on
the other, exists; (ii) the Initial Purchasers are not acting as advisors, expert or
otherwise, to the Company, including, without limitation, with respect to the
determination of the offering price of the Notes, and such relationship between the
Company, on the one hand, and the Initial Purchasers, on the other, is entirely and
solely commercial, based on arms-length negotiations; (iii) any duties and obligations
that the Initial Purchasers may have to the Company shall be limited to those duties and
obligations specifically stated herein; and (iv) the Initial Purchasers and their
affiliates may have interests that differ from those of the Company. The Company hereby
waives any claims that the Company may have against the Initial Purchasers with respect
to any breach of fiduciary duty in connection with this offering.  




        SECTION
14.       Notices, etc.  All statements, requests, notices and agreements hereunder shall
be in writing, and: 




	 	        (a)    
                    if to the Initial Purchasers, shall be delivered or sent by mail,
telex or                     facsimile transmission to the care of Lehman Brothers Inc.,
745 Seventh Avenue,                     New York, New York 10019, Attention: Debt Capital
Markets and shall be delivered                     or sent by mail, telex or facsimile
transmission to the care of Citigroup Global                     Markets Inc., 388
Greenwich Street, New York, New York 10013 with a copy to                     Weil,
Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153,
                    Attention: Rod Miller, Esq. (Fax: 212 310-8007) and, in the case of
any notice                     pursuant to Section 8(c), to the Director of Litigation,
Office of the General                     Counsel, Lehman Brothers Inc., 399 Park Avenue,
10th Floor, New York, New York                     10022 (Fax: (212) 520-0421) and
Citigroup Global Markets Inc. General Counsel                     (Fax: (212) 816-7912);  








33 









	 	        (b)    
                    if to the Company and the Guarantors, shall be delivered or sent by
mail, telex                     or facsimile transmission to the Company, Two Bethesda
Metro Center, Suite 1200,                     Bethesda, Maryland 20814, Attention: Ivan
R. Sabel, (Fax: (301) 986-0702), with                     a copy to Foley & Lardner
LLP, 3000 K Street, N.W., Suite 500, Washington,                     D.C. 20007,
Attention: Jay W. Freedman, Esq. (Fax: (202) 672-5399);  







provided, however, that any
notice to an Initial Purchaser pursuant to Section 8(d) shall be delivered or sent by
mail, telex or facsimile transmission to such Initial Purchaser at its address set forth
in its acceptance telex to Lehman Brothers, which address will be supplied to any other
party hereto by Lehman Brothers upon request. Any such statements, requests, notices or
agreements shall take effect at the time of receipt thereof. The Company shall be entitled
to act and rely upon any request, consent, notice or agreement given or made on behalf of
the Initial Purchasers by Lehman Brothers. 



        SECTION
15. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the
benefit of and be binding upon the Initial Purchasers, the Company, the Guarantors and
their respective personal representatives and successors. This Agreement and the terms
and provisions hereof are for the sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the Company and the Guarantors
contained in this Agreement shall also be deemed to be for the benefit of the directors,
officers, employees of the Initial Purchasers and each person or persons, if any, who
control any Initial Purchasers within the meaning of Section 15 of the Securities
Act and (b) the indemnity agreement of the Initial Purchasers contained in Section 8(b)
of this Agreement shall be deemed to be for the benefit of directors, officers and any
person controlling the Company and the Guarantors within the meaning of Section 15
of the Securities Act. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons referred to in this Section 15, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any provision
contained herein.  




        SECTION
16. Survival. The respective indemnities, representations, warranties and
agreements of the Company, the Guarantors and the Initial Purchasers contained in this
Agreement or made by or on behalf on them, respectively, pursuant to this Agreement,
shall survive the delivery of and payment for the Notes and the Guarantees and shall
remain in full force and effect, regardless of any investigation made by or on behalf of
any of them or any person controlling any of them.  




        SECTION
17. Definition of the Terms “Business Day” and “Subsidiary”.
For purposes of this Agreement, (a) “business day” means
each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which banking
institutions in New York are generally authorized or obligated by law or executive order
to close and (b) “subsidiary” has the meaning set forth in
Rule 405 of the Securities Act.  




        SECTION
18. Jurisdiction. Each of the parties hereto irrevocably consents to the
jurisdiction of the courts of the State of New York and the courts of the United States
of America located in the Borough of Manhattan, City and State of New York, over any
suit, action or proceeding with respect to this Agreement or the transactions
contemplated hereby. Each of the parties hereto waives any objection that it may have to
the venue of any suit, action or proceeding with respect to this Agreement or the
transactions contemplated hereby in the courts of the State of New York or the courts of
the United States of America, in each case, located in the Borough of Manhattan, City and
State of New York or that such suit, action or proceeding brought in the courts of the
State of New York or United States of America, in each case, located in the Borough of
Manhattan, City and State of New York was brought in an inconvenient court and agrees not
to plead or claim the same.  




34 











        SECTION
19.       Governing Law.  This Agreement shall be governed by and construed in accordance
with the laws of New York. 




        SECTION
20. Counterparts. This Agreement may be executed in multiple counterparts and, if
executed in counterparts, the executed counterparts shall each be deemed to be an
original but all such counterparts shall together constitute one and the same instrument.  




        SECTION
21. Headings. The headings herein are inserted for convenience of reference only
and are not intended to be part of, or to affect the meaning or interpretation of, this
Agreement.  




[THE REMAINDER OF THIS
PAGE IS INTENTIONALLY LEFT BLANK] 















35 











        If
the foregoing correctly sets forth the agreement among the Company, the Guarantors and the
Initial Purchasers, please indicate your acceptance in the space provided for that purpose
below. 



		Very truly yours,
	

 	Hanger Orthopedic Group, Inc.
	

 	By:__________________________________________________
	
 	Name:
		Title:
	

 	ABI Orthotic/Prosthetic Laboratories, Ltd.
		Advanced Bio-Mechanics, Inc.
		The Brace Shop Prosthetic Orthotic Centers, Inc.
		Certified Orthotics & Prosthetic Associates, Inc.
		Conner Brace Co., Inc.
		DOBI-Symplex, Inc.
		Dosteon Solutions, LLC
		Elite Care, Inc.
		Eugene Teufel & Son Orthotics & Prosthetics, Inc.
		Fortitude Medical Specialists, Inc.
		Greater Chesapeake Orthotics & Prosthetics, Inc.
		Hanger Prosthetics & Orthotics, Inc.
		Hanger Prosthetics & Orthotics East, Inc.
		Hanger Prosthetics & Orthotics West, Inc.
		Hanger Services Corporation
		HPO, Inc.
		Innovative Neurotronics, Inc.
		Laurence’s Orthotics & Prosthetics, Inc.
		Linkia, LLC
		NWPO Associates, Inc.
		OPNET, Inc.
		Rehab Designs of America Corporation
		Rehab Designs of Colorado, Inc.
		Rehab Designs of Wisconsin, Inc.
		Shasta Orthotic Prosthetic Service, Inc.
		Southern Prosthetic Supply, Inc.
	

 	By:__________________________________________________
	
 	Name:
		Title:








SIGNATURE PAGE TO
PURCHASE AGREEMENT 












Accepted: 



Lehman Brothers Inc. 



	By:  	_______________________________________
Authorized
Representative






Citigroup Global Markets
Inc. 



	By:  	_______________________________________
Authorized
Representative






As Representatives of the
several
Initial Purchasers named in
Schedule I attached hereto  
















SIGNATURE PAGE TO
PURCHASE AGREEMENT 












SCHEDULE I 






	Initial Purchasers	Principal Amount

of Notes
	
   Lehman Brothers Inc.	$100,500,000 
	
   Citigroup Global Markets Inc.	67,000,000 
	
   ABN AMRO Incorporated	7,500,000 
	
Total	$175,000,000 
		














SCHEDULE II 



Issuer Free Writing
Communication 



	1.  	Pricing
Supplement, delivered to investors on May 23, 2006, attached hereto as           Annex A. 



















ANNEX A TO SCHEDULE II 









Pricing Supplement 



Pricing Supplement dated May 23,
2006 to Preliminary Offering Memorandum dated May 12, 2006 (the “Preliminary  OM”)
of Hanger Orthopedic Group, Inc. This Pricing Supplement is qualified in its entirety by
reference to the Preliminary OM. The information in this Pricing Supplement supplements
the Preliminary OM and supersedes the information in the Preliminary OM to the extent it
is inconsistent with the information in the Preliminary OM.  



	Issuer	Hanger Orthopedic Group, Inc.
	
Security	Senior Notes
	
Maturity	June 1, 2014
	
Amount	$175,000,000
	
Coupon	10.250%
	
Price	100.000%
	
Yield to Maturity	10.250% (520 bps vs. 4(3)/4% of 5/14)
	
Interest Payment Dates	June 1 and December 1, commencing December 1, 2006
	
Redemption Provisions	Beginning on June 1 of the years indicated below, redeemable from time to
		time, in whole or in part, at the prices set forth below (expressed as
		percentages of the principal amount redeemed) plus accrued but unpaid
		interest:
		          2010 at 105.125%
		          2011 at 102.563%
		          2012 and thereafter at 100.000%
	
Equity Clawback	Prior to June 1, 2009, up to 35% of the notes may be redeemed with the
		proceeds of equity offerings at a price equal to 110.250% of the principal
		amount of the notes redeemed.
	
Change of Control	101%
	
Trade Date	May 23, 2006
	
Settlement Date	May 26, 2006 (T+3)
	
Ratings	B3/CCC+
	
Book-Running Managers	Lehman Brothers/Citigroup
	
Co-Manager	ABN AMRO
	
CUSIPS	144A: 41043F AF 6
		REG. S: U24446 AC 7






The securities referenced herein have
not been registered with the U.S. Securities and Exchange Commission due to an exemption
or exemptions from registration. A copy of the preliminary offering memorandum and final
offering memorandum (when complete) may be obtained by eligible investors from Lehman
Brothers Inc., 745 Seventh Ave., New York, NY 10019, Attn: High Yield Syndicate. 












DISTRIBUTION OF THE PRELIMINARY
OFFERING MEMORANDUM TO ANY PERSONS OTHER THAN THE PERSON RECEIVING THIS ELECTRONIC
TRANSMISSION AND ITS RESPECTIVE AGENTS, AND ANY PERSONS RETAINED TO ADVISE THE PERSON
RECEIVING THIS ELECTRONIC TRANSMISSION IS ACCORDINGLY UNAUTHORIZED. ANY PHOTOCOPYING,
DISCLOSURE OR ALTERATION OF THE CONTENTS OF THE PRELIMINARY OFFERING MEMORANDUM OR ANY
PORTION THEREOF BY ELECTRONIC MAIL OR ANY OTHER MEANS TO ANY PERSON OTHER THAN THE PERSON
RECEIVING THIS ELECTRONIC TRANSMISSION IS PROHIBITED. BY ACCEPTING DELIVERY OF THIS
PRELIMINARY OFFERING MEMORANDUM, THE RECIPIENT AGREES TO THE FOREGOING. 



OVERVIEW 



The following information reflects
adjustments to the Preliminary OM to give effect to the following changes: 



	 	• 	a
reduction in the amount of new 10 1/4% Senior Notes due 2014 to be issued as part of the
Refinancing  Transactions  from $190.0            million to $175.0 million; and





	 	• 	adjustments
to interest expense and fees and expenses related to the foregoing.






SUMMARY PRO FORMA
FINANCIAL DATA 



SUMMARY PRO FORMA
FINANCIAL DATA 



(Dollars in thousands) 








	(1)  	Please
refer to the Preliminary OM for a definition of “Adjusted           EBITDA.”






The following table reconciles net
income (loss) to Adjusted EBITDA for the twelve months ended March 31, 2006:  



PRO FORMA ADJUSTED
EBITDA RECONCILIATION 



(In thousands) 









	 	(a) 	Reflects
the impact of the write-off of unamortized debt issue costs associated
                    with the existing debt that is being refinanced. 





	(2)  	Interest
expense has been calculated on a pro forma basis using interest rates
                    for the Refinancing Transactions as if they had occurred at the
beginning of the                     period. Also excludes the impact of the write-off of
unamortized debt issue                     costs associated with the existing debt that
is being refinanced. 















	(3)  	As
adjusted to reflect the Refinancing Transactions and the application of the
                    proceeds therefrom as described in “Use of Proceeds” below. 






USE OF PROCEEDS 



We expect to receive net proceeds of
approximately $170.6 million, after deducting the initial purchasers’ discount, from
the sale of the notes. We intend to use the net proceeds from this offering, together with
the net proceeds of our concurrent sale of Series A Convertible Preferred Stock and
borrowings under our new senior credit facility to, among other things: 



	 	• 	refinance
our existing indebtedness;





	 	• 	redeem
our Existing Redeemable Preferred Stock; and





	 	• 	pay
related tender premiums, transaction fees and expenses.






The following table illustrates the
estimated sources and uses of funds relating to the Refinancing Transactions as if the
Refinancing Transactions had occurred on March 31, 2006. The actual amounts set forth in
the table and in the accompanying footnotes are subject to adjustment and may differ at
the time of the consummation of the Refinancing Transactions, depending on several
factors, including differences from our estimate of fees and expenses and our cash and
existing revolver balances at the time of closing. 



An affiliate of one of the initial
purchasers is a participating lender under our existing revolving credit facility, and as
such, will receive a portion of the proceeds from this offering that are used to repay
amounts outstanding under the credit facility. 



SOURCES & USES 



(In millions) 










	(1)  	Revolving
credit facility is expected to have approximately $75.0 million of
                    total borrowing capacity. 





	(2)  	Reflects
the repayment of $12.0 million of outstanding borrowings under our
                    existing revolver subsequent to March 31, 2006. Our existing
revolving credit                     facility matures on September 30, 2009 and bears
interest at a variable rate,                     which was 9.6% at March 31, 2006. 





	(3)  	Our
existing term loan facility matures on September 30, 2009 and bears interest
                    at a variable rate, which was 8.7% at March 31, 2006. 





	(4)  	For
purposes of this table, we have assumed that all of our                     10(3)/8%
Senior Notes due 2009 will be tendered in the                     tender offer. We intend
to redeem any and all of our                     10(3)/8% Senior
Notes not tendered in the tender offer.                     The 10(3)/8%
Senior Notes are currently redeemable at a                     redemption price equal to
105.188% of the outstanding principal amount plus                     accrued and unpaid
interest. 




	(5)  	For
purposes of this table, we have assumed that all of our                     11(1)/4%
Senior Subordinated Notes due 2009 will be                     tendered in the tender
offer. We intend to redeem any and all of our                     11(1)/4%
Senior Subordinated Notes not tendered in the                     tender offer. On June
15, 2006, the 11(1)/4% Senior                     Subordinated
Notes will be redeemable at a redemption price equal to 102.813% of
                    the outstanding principal amount plus accrued and unpaid interest. 





	(6)  	Includes
a tender premium of 2.5% and 0.2% on the 10(3)/8%
                    Senior Notes and 11(1)/4% Senior Subordinated
Notes,                     respectively, and a consent premium of $30 per $1,000
aggregate principal amount                     of such Senior Notes and Senior
Subordinated Notes tendered on or prior to the                     consent date set forth
in the tender offer documents. Also includes accrued and                     unpaid
interest on the Senior Notes and Senior Subordinated Notes to, but not
                    including, the settlement date. For purposes of this table, we have
assumed that                     all of the outstanding 10(3)/8%
Senior Notes and                     11(1)/4% Senior Subordinated
Notes will be tendered on or                     prior to such consent date. Includes
accrued and unpaid dividends on the                     Existing Redeemable Preferred
Stock through and including the date of                     redemption, which we expect
to occur on or about 30 days after the closing of                     this offering. 















CAPITALIZATION 



The following table sets forth our
cash and cash equivalents and our consolidated capitalization as of March 31, 2006: 



	 	• 	on
an actual basis; and





	 	• 	on
an as adjusted basis to reflect this offering and the other Refinancing Transactions and
the application of the related net proceeds therefrom as described in “Use of
Proceeds.”






You should read this table in
conjunction with the information included under the heading “Use of Proceeds” in
this Pricing Supplement, as well as the information included under the headings
“Selected Consolidated Financial and Operating Data,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our
consolidated financial statements and the related notes included in the Preliminary OM. 



CAPITALIZATION 



(In thousands) 









	(1)  	Adjusted
column reflects the repayment of $12.0 million of outstanding
                    borrowings under our existing revolver subsequent to March 31, 2006
and the                     application of the proceeds from the Refinancing Transactions
as described in                     “Use of Proceeds.”





	(2)  	Revolving
credit facility is expected to have approximately $75.0 million of
                    total borrowing capacity. 





	(3)  	Assumes
that all of our 10(3)/8% Senior Notes due 2009
                    will be tendered in the tender offer. We intend to redeem any and all
of our                     10(3)/8% Senior Notes not tendered in
the tender offer. 





	(4)  	Assumes
that all of our 11(1)/4% Senior Subordinated Notes
                    due 2009 will be tendered in the tender offer. We intend to redeem
any and all                     of our 11(1)/4% Senior Subordinated
Notes not tendered in                     the tender offer. 





	(5)  	Net
of transaction costs of $1.7 million. 















EXHIBIT A 



Registration Rights
Agreement 














EXHIBIT B 



Form of Foley & Lardner
LLP Opinion 



        1.              The
Company and each of the Guarantors have been duly organized and are validly
          existing and in good standing under the laws of their respective jurisdictions
          of organization, and are duly qualified to do business and are in good standing
          in each jurisdiction in which their respective ownership or lease of property
or           the conduct of their respective businesses requires such qualification,
except           where the failure to be so qualified or in good standing could not, in
the           aggregate, reasonably be expected to have a material adverse effect on the
          condition (financial or otherwise), results of operations, stockholders’          equity,
properties, business or prospects of the Company and the Guarantors           taken as a
whole. The Company and each of the Guarantors have all power and           authority
necessary to own or hold their respective properties and to conduct           the
businesses in which they are engaged.  




        2.              The
Company has an authorized capitalization as set forth in the Final Offering
          Memorandum, and all of the issued shares of capital stock of the Company have
          been duly and validly authorized and issued, are fully paid and non-assessable
          and conform to the description thereof contained in the Pricing Disclosure
          Package and the Final Offering Memorandum and all of the issued shares of
          capital stock of each subsidiary of the Company have been duly and validly
          authorized and issued and are fully paid, non-assessable and are owned directly
          or indirectly by the Company, free and clear of all liens, encumbrances,
          equities or claims.  




        3.              Except
as set forth in the Pricing Disclosure Package and the Final Offering
          Memorandum, (A) no options, warrants or other rights to purchase from the
          Company or any of its subsidiaries shares of capital stock or ownership
          interests in the Company or any subsidiary are outstanding, (B) no agreements
or           other obligations to issue, or other rights to convert, any obligation into,
or           exchange any securities for, shares of capital stock or ownership interests
in           the Company or any subsidiary are outstanding and (C) no holder of
securities of           the Company or any subsidiary is entitled to have such securities
registered           under a registration statement filed by the Company pursuant to the
Registration           Rights Agreement.  




        4.              The
Company and each of the Guarantors has all requisite corporate power and
          authority to execute and deliver each of the Operative Documents to which it is
          a party and to perform its respective obligations thereunder. The execution,
          delivery and performance of each of the Operative Documents by the Company and
          each of the Guarantors have been duly authorized by all necessary corporate
          action on the part of the Company and each of the Guarantors.  




        5.              The
Agreement has been duly and validly authorized, executed and delivered by           the
Company and each of the Guarantors.  




        6.              The
Indenture has been duly and validly authorized, executed and delivered by           the
Company and each of the Guarantors and, assuming due authorization,           execution
and delivery thereof by the Trustee, constitutes a legal, valid and           binding
obligation of the Company and each of the Guarantors enforceable against           the
Company and each of the Guarantors in accordance with its terms, subject to
          applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditors’          rights
and remedies generally, and subject, as to enforceability, to general
          principles of equity, including principles of commercial reasonableness, good
          faith and fair dealing (regardless of whether enforcement is sought in a
          proceeding at law or in equity).  













        7.              The
Registration Rights Agreement has been duly and validly authorized, executed
          and delivered by the Company and each of the Guarantors and, assuming due
          authorization, execution and delivery thereof by the Initial Purchasers,
          constitutes a legal, valid and binding obligation of the Company and each of
the           Guarantors enforceable against the Company and each of the Guarantors in
          accordance with its terms, subject to applicable bankruptcy, insolvency,
          fraudulent conveyance, reorganization, moratorium and other similar laws
          relating to or affecting creditors’ rights and remedies generally, and
          subject, as to enforceability, to general principles of equity, including
          principles of commercial reasonableness, good faith and fair dealing
(regardless           of whether enforcement is sought in a proceeding at law or in
equity), and           except that rights to indemnification and contribution thereunder
may be limited           by federal or state securities laws or public policy relating
thereto.  




        8.              The
Company and the Guarantors have all requisite power and authority to enter           into
the Credit Documents. The Credit Documents have been duly and validly
          authorized, executed and delivered by the Company and each of the Guarantors
          and, assuming due authorization, execution and delivery thereof by the other
          parties thereto, constitutes legal, valid and binding obligations of the
Company           and each of the Guarantors enforceable against the Company and each of
the           Guarantors in accordance with their terms, subject to applicable
bankruptcy,           insolvency, fraudulent conveyance, reorganization, moratorium and
other similar           laws relating to or affecting creditors’ rights and remedies
generally, and           subject, as to enforceability, to general principles of equity,
including           principles of commercial reasonableness, good faith and fair dealing
(regardless           of whether enforcement is sought in a proceeding at law or in
equity).  




        9.              The
Company has all requisite power and authority to enter into the Preferred           Stock
Purchase Agreement. The Preferred Stock Purchase Agreement has been duly           and
validly authorized, executed and delivered by the Company and, assuming due
          authorization, execution and delivery thereof by the other parties thereto,
          constitutes legal, valid and binding obligations of the Company enforceable
          against the Company in accordance with its terms, subject to applicable
          bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
          other similar laws relating to or affecting creditors’ rights and remedies
          generally, and subject, as to enforceability, to general principles of equity,
          including principles of commercial reasonableness, good faith and fair dealing
          (regardless of whether enforcement is sought in a proceeding at law or in
          equity)  




        10.              The
Notes are in the form contemplated by the Indenture. The Notes have been           duly
authorized, executed and issued by the Company and, assuming due           authentication
thereof by the Trustee and upon payment and delivery in           accordance with the
terms of the Agreement, will constitute legal, valid and           binding obligations of
the Company enforceable against the Company in accordance           with their terms and
entitled to the benefits of the Indenture, subject to           applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization,           moratorium and other similar
laws relating to or affecting creditors’          rights and remedies generally, and
subject, as to enforceability, to general           principles of equity, including
principles of commercial reasonableness, good           faith and fair dealing
(regardless of whether enforcement is sought in a           proceeding at law or in
equity).  













        11.              The
issuance of the Exchange Notes has been duly and validly authorized by the
          Company, and when executed, issued, authenticated and delivered in exchange for
          the Notes in accordance with the terms of the Registration Rights Agreement,
the           Exchange Offer and the Indenture, will constitute legal, valid and binding
          obligations of the Company enforceable against the Company in accordance with
          their terms and entitled to the benefits of the Indenture, subject to
applicable           bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and           other similar laws relating to or affecting creditors’ rights
and remedies           generally, and subject, as to enforceability, to general
principles of equity,           including principles of commercial reasonableness, good
faith and fair dealing           (regardless of whether enforcement is sought in a
proceeding at law or in           equity).  




        12.              The
Guarantees have been duly authorized, executed and issued by the respective
          Guarantors and, assuming due authentication of the Notes by the Trustee, upon
          payment and delivery in accordance with the terms of this Agreement will
          constitute legal, valid and binding obligations of the Guarantors enforceable
in           accordance with their terms, subject to applicable bankruptcy, insolvency,
          fraudulent conveyance, reorganization, moratorium and other similar laws
          relating to or affecting creditors’ rights and remedies generally, and
          subject, as to enforceability, to general principles of equity, including
          principles of commercial reasonableness, good faith and fair dealing
(regardless           of whether enforcement is sought in a proceeding at law or in
equity).  




        13.              The
Exchange Note Guarantees have been duly and validly authorized by the
          Guarantors, and when executed, issued and delivered in exchange for the
          Guarantees in accordance with the terms of the Registration Rights Agreement,
          the Exchange Offer and the Indenture, will constitute legal, valid and binding
          obligations of each of the Guarantors enforceable against each of the
Guarantors           in accordance with their terms, subject to applicable bankruptcy,
insolvency,           fraudulent conveyance, reorganization, moratorium and other similar
laws           relating to or affecting creditors’ rights and remedies generally,
and           subject, as to enforceability, to general principles of equity, including
          principles of commercial reasonableness, good faith and fair dealing
(regardless           of whether enforcement is sought in a proceeding at law or in
equity).  




        14.              The
Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the
          Credit Documents and the Preferred Stock Purchase Agreement conform in all
          material respects to the descriptions thereof contained in the Pricing
          Disclosure Package and the Final Offering Memorandum.  




        15.              None
of the Company or the subsidiaries is in violation of its certificate of
          incorporation or bylaws (or similar organizational document), to such
          counsel’s knowledge, in breach or violation of any statute, judgment,
          decree, order, rule or regulation applicable to any such breach or violation
          which would not, individually or in the aggregate, have a Material Adverse
          Effect, or in breach or default under (nor has any event occurred which, with
          notice or passage of time or both, would constitute a default under) or in
          violation of any of the terms or provisions of any material document, agreement
          or other instrument known to such counsel (including in any event any of the
          foregoing which have been filed by the Company with the Commission), except for
          any such breach, default, violation or event which would not, individually or
in           the aggregate, have a Material Adverse Effect.  













        16.              The
execution, delivery and performance by the Company and each of the           Guarantors
of the Operative Documents, the Credit Documents and the Preferred           Stock
Purchase Agreement to which it is a party, the consummation of the           Transactions
and compliance by the Company and each of the Guarantors with the           provisions
thereof, and the issuance and sale of the Notes and the Guarantees as           provided
pursuant to the Agreement, will not conflict with, constitute a default           under
or violate (a) any of the terms, conditions or provisions of the
          certificate or articles of incorporation or bylaws (or similar organizational
          document) of the Company and each of the Guarantors, (b) any of the terms,
          conditions or provisions of any material document, agreement or other
instrument           to which the Company or any of the Guarantors is a party, (c) any
New York,           Delaware corporate or federal law or regulation (other than federal
securities           laws, as to which we express no opinion in this paragraph and
state           securities or blue sky laws, as to which we express no opinion), or (d) any
          judgment, writ, injunction, decree, order or ruling of any court or
governmental           authority binding on the Company or any of the Guarantors of which
we are aware.  




        17.              No
consent, approval, waiver, license or authorization or other action by or
          filing with any governmental authority is required in connection with the
          execution and delivery by the Company and each of the Guarantors of the
          Operative Documents, the Credit Documents and the Preferred Stock Purchase
          Agreement to which it is a party or the consummation by the Company and each of
          the Guarantors of the Transactions, or the issuance and sale by the Company of
          the Notes and the Guarantees as provided in the Agreement, except for (a)
          federal securities laws (as to which we express no opinion in this
          paragraph) and state securities or blue sky laws (as to which we express
no           opinion) and (b) those already obtained and which are in full force and
effect.  




        18.              The
Company and its subsidiaries have obtained all Permits necessary to conduct           the
businesses now or proposed to be conducted by them as described in the           Pricing
Disclosure Package and the Final Offering Memorandum, the lack of which           would,
individually or in the aggregate, have a Material Adverse Effect; and           each of
the Company and its subsidiaries has fulfilled and performed all of its
          obligations with respect to such Permits and no event has occurred which
allows,           or after notice or lapse of time would allow, revocation or termination
thereof           or results in any other material impairment of the rights of the holder
of any           such Permit.  




        19.              To
the best of such counsel’s knowledge, the Company and its subsidiaries           own
or possess adequate licenses or other rights to use all patents, trademarks,
          service marks, trade names, copyrights and know-how necessary to conduct the
          businesses now or proposed to be operated by them as described in the Pricing
          Disclosure Package and the Final Offering Memorandum, and none of the Company
or           its subsidiaries has received any notice of infringement of or conflict with
          asserted rights of others with respect to any patents, trademarks, service
          marks, trade names, copyrights or know-how which, if such assertion of
          infringement or conflict were sustained, would have a Material Adverse Effect.  













        20.              To
our knowledge, except as contemplated by the Preferred Stock Purchase
          Agreement, there are no holders of securities of the Company or any of the
          Guarantors who, by reason of the execution by the Company and each of the
          Guarantors of the Agreement or the consummation by the Company and each of the
          Guarantors of the transactions contemplated thereby, have the right, pursuant
to           any material document, agreement or other instrument to which either the
Company           or any of the Guarantors is a party, to request or demand that the
Company or           any of the Guarantors register under the Securities Act securities
held by them.  




        21.              Assuming
(i) the representations of the Initial Purchasers contained in the           Agreement
are true, correct and complete and (ii) compliance by the Initial           Purchasers
with their covenants set forth in the Agreement, it is not necessary           in
connection with the offer, sale and delivery of the Notes to the Initial
          Purchasers pursuant to the Agreement or the offer and resales of the Notes by
          the Initial Purchasers, in the manner contemplated by the Agreement and
          described in the Pricing Disclosure Package and the Final Offering Memorandum,
          to register the Notes under the Securities Act or to qualify the Indenture
under           the Trust Indenture Act.  




        22.              To
our knowledge, other than as described in the Pricing Disclosure Package and
          the Final Offering Memorandum, there are no legal or governmental proceedings
          pending or overtly threatened to which the Company or any of its subsidiaries
is           a party or of which any property or assets of the Company or any of its
          subsidiaries is the subject which, if determined adversely to the Company or
any           of its subsidiaries, might have a Material Adverse Effect.  




        23.              To
the knowledge of such counsel, there are no legal or governmental proceedings
          involving or affecting the Company or its subsidiaries or any of their
          respective properties or assets which would be required to be described in a
          prospectus pursuant to the Act that are not described in the Pricing Disclosure
          Package and the Final Offering Memorandum, nor are there any material contracts
          or other documents which would be required to be described in a prospectus
          pursuant to the Act that are not described in the Pricing Disclosure Package
and           the Final Offering Memorandum  




        24.              Neither
the consummation of the Transactions nor the sale, issuance, execution           or
delivery of the Notes will violate Regulation T, U or X of the Board of
          Governors of the Federal Reserve System.  




        25.              The
statements made in the Pricing Disclosure Package and the Final Offering
          Memorandum under the heading “Certain United States Federal Income Tax
          Considerations” insofar as such statements purport to constitute
statements           of law or legal conclusions are accurate in all material respects.  




        26.              The
statements made or incorporated by reference in the Pricing Disclosure           Package
and the Final Offering Memorandum under the captions “Description           of Other
Indebtedness and Preferred Stock,” “Description of the           Notes,” “Business
– Government Regulation,” “Business           – Legal Proceedings,” “Certain
Relationships and Related Party           Transactions,” “Notice to Investors” and
“Plan of           Distribution,” in each case insofar as such statements
constitute summaries           of legal matters, documents or proceedings referred to
therein, fairly present           the information called for which respect to such legal
matters, documents and           proceedings and fairly summarize the matters referred to
therein in all material           respects.  













        27.              The
Company and each of the Guarantors is not and, after giving effect to the
          issuance and sale of the Notes in accordance with the terms of the Agreement
and           the application of the net proceeds therefrom, will not be, an “investment
          company” within the meaning of the Investment Company Act of 1940, as
          amended.  




        28.              Each
of the Pricing Disclosure Package and the Final Offering Memorandum, as of           its
date (except for the financial statements, including the notes thereto, pro
          forma financial statements and other financial and statistical data included or
          incorporated by reference therein, as to which we express no opinion), contains
          the information specified in, and meets the requirements of, Rule 144A(d)(4)
          under the Securities Act.  




        29.              When
the Notes and the Guarantees are issued and delivered pursuant to the
          Agreement, no securities of the same class (within the meaning of Rule
          144A(d)(3) under the Securities Act) as the Notes or the Guarantees of the
          Company or the Guarantors will be listed on any national securities exchange
          registered under Section 6 of the Securities Exchange Act of 1934, as amended,
          or quoted on an automated inter-dealer quotation system.  




        We
have participated in conferences with the officers and other representatives of the
Company and the Guarantors, representatives of the independent public accountants for the
Company and the Guarantors, the Initial Purchasers and counsel for the Initial Purchasers
in connection with the preparation of the Pricing Disclosure Package and the Final
Offering Memorandum and although we have not independently verified and are not passing
upon and assume no responsibility for the accuracy, completeness, or fairness of the
statements contained in the Pricing Disclosure Package and the Final Offering Memorandum
(except to the extent specified in paragraphs 25 and 26 above), no facts have come to our
attention which lead us to believe that the Pricing Disclosure Package and the Final
Offering Memorandum, at any time from the date thereof through the date of the Closing,
contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements contained therein, in
light of the circumstances under which they were made, not misleading (it being understood
that we express no view with respect to the financial statements and related notes, the
financial projections, the other financial, statistical and accounting data included in or
appended as exhibits to the Pricing Disclosure Package and the Final Offering Memorandum).