Exhibit

10.1




 




EURAMAX INTERNATIONAL, INC.




EURAMAX INTERNATIONAL HOLDINGS B.V.




 




$200,000,000 8.5% Senior Subordinated Notes due 2011




 




PURCHASE AGREEMENT




 




July 30, 2003




 




	

  UBS Securities LLC


  
	

  Banc of America Securities LLC


  
	

  Wachovia Capital Markets, LLC


  
	

  ABN AMRO Incorporated


  
	

  Fleet Securities, Inc.


  
	

  c/o UBS Securities LLC


  
	

  299 Park Avenue


  
	

  New York, New York  10171


  





 




 




Ladies and Gentlemen:




 




EURAMAX

INTERNATIONAL, Inc., a Delaware corporation (the “Company”) and Euramax

International Holdings B.V., a Dutch registered company (“Holdings B.V.” and together

with the Company, the “Primary Issuers”), and each of the

Guarantors (as defined herein), agree with you as follows:




 




1.             Issuance of

Notes.  The Primary Issuers propose to issue and

sell to UBS Securities LLC, Banc of America Securities LLC, Wachovia Capital

Markets, LLC, ABN AMRO Incorporated and Fleet Securities, Inc. (collectively,

the “Initial

Purchasers”) $200,000,000 aggregate principal amount of 8.5% Senior

Subordinated Notes due 2011 (the “Original Notes”).  The Original Notes will be issued pursuant to an indenture (the “Indenture”),

to be dated the Closing Date (as defined herein), by and among the Primary

Issuers, the Guarantors and JPMorgan Chase Bank, as trustee (the “Trustee”).  The Primary Issuers’ obligations under the

Original Notes will be unconditionally guaranteed (the “Guarantees”) on an unsecured

senior basis by the guarantors listed on Schedule I hereto

(collectively, the “Guarantors” and, collectively with the

Primary Issuers, the “Issuers”). 

All references herein to the Original Notes include the related

Guarantees, unless the context otherwise requires.  Capitalized terms used but not otherwise defined herein shall

have the meanings given to such terms in the Indenture.




 




The Original

Notes will be offered and sold to the Initial Purchasers pursuant to an

exemption from the registration requirements under the Securities Act of 1933,

as




 





























 




amended (the “Act”).  The Issuers have prepared a preliminary

offering memorandum, dated July 18, 2003 (the “Preliminary Offering Memorandum”),

and a final offering memorandum dated as of the date hereof (the “Offering

Memorandum”) relating to the Primary Issuers, the Guarantors and the

Original Notes.




 




The Initial

Purchasers have advised the Primary Issuers that the Initial Purchasers intend,

as soon as they deem practicable after this Purchase Agreement (this “Agreement”)

has been executed and delivered, to resell (the “Exempt Resales”) the Original

Notes purchased by the Initial Purchasers under this Agreement in private sales

exempt from registration under the Act on the terms set forth in the Offering

Memorandum, as amended or supplemented, solely to (i) persons whom the Initial

Purchasers reasonably believe to be “qualified institutional buyers,” as defined

in Rule 144A under the Act (“QIBs”), and (ii) other eligible purchasers

pursuant to offers and sales that occur outside the United States within the

meaning of Regulation S under the Act; the persons specified in clauses (i) and

(ii) are sometimes collectively referred to herein as the “Eligible Purchasers.”




 




Upon issuance

of the Original Notes and until such time as the same is no longer required

under the applicable requirements of the Act, the Original Notes shall bear the

legend relating thereto set forth under “Notice to Investors” in the Offering

Memorandum.




 




Holders

(including subsequent transferees) of the Original Notes will have the

registration rights set forth in the registration rights agreement (the “Registration

Rights Agreement”) to be dated the Closing Date in form and

substance reasonably satisfactory to the Initial Purchasers and the Primary

Issuers conforming to the description thereof in the Offering Memorandum, for

so long as such Original Notes constitute “Registrable Notes” (as defined in the

Registration Rights Agreement). 

Pursuant to the Registration Rights Agreement, the Issuers will agree to

(i) file with the Securities and Exchange Commission (the “Commission”) under the

circumstances set forth in the Registration Rights Agreement, (a) a

registration statement under the Act (the “Exchange Offer Registration Statement”)

relating to a new issue of debt securities (collectively with the Private

Exchange Notes (as defined in the Registration Rights Agreement), the “Exchange

Notes” and, together with the Original Notes, the “Notes,”

which term includes the guarantees related thereto) to be offered in exchange

for the Original Notes (the “Exchange Offer”) and issued under the Indenture

or an indenture substantially identical to the Indenture and/or (b) under

certain circumstances set forth in the Registration Rights Agreement, a shelf

registration statement pursuant to Rule 415 under the Act (the “Shelf

Registration Statement” and, together with the Exchange Offer

Registration Statement, the “Registra­tion Statements”) relating to the

resale by certain holders of the Original Notes, and (ii) to use their

commercially reasonable best efforts to cause such Registration Statements to

be declared effective.  This Agreement,

the Notes, the Indenture and the Registration Rights Agreement are hereinafter

sometimes referred to collectively as the “Note Documents.”




 




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The Original

Notes are being offered and sold by the Primary Issuers in part to (i) repay

the $135.0 million principal amount outstanding of the Company’s 11.25% Senior

Subordinated Notes due 2006 (the “2006 Notes”), (ii) reduce borrowings under

the Company’s revolving credit facility ((i) and (ii) together, the “Debt

Repayment”), (iii) finance acquisitions, (iv) provide for the

Company’s ongoing working capital needs and other general corporate purposes

(including the payment of dividends and stock repurchases) and (v) pay

related transaction fees and expenses.




 




The offering

of the Original Notes and the Debt Repayment are collectively referred to as

the “Transactions.”  The Note Documents are sometimes referred to

herein as the “Transaction Documents.”




 




2.             Agreements to

Sell and Purchase. 

On the basis of the representations, warranties and covenants contained

in this Agreement, and subject to the terms and conditions contained in this

Agreement, the Issuers agree to issue and sell to the Initial Purchasers, and

the Initial Purchasers agree to purchase from the Issuers, the aggregate

principal amount of the Original Notes set forth opposite their respective

names in Schedule III hereto. 

The purchase price for the Original Notes shall be 97.5% of their principal

amount.




 




3.             Delivery and

Payment.  Delivery of, and payment of the purchase

price for, the Original Notes shall be made at 10:00 a.m., New York City

time, on August 6, 2003 (such date and time, the “Closing Date”) at the offices

of Cahill Gordon & Reindel llp

at 80 Pine Street, New York, New York 10005. 

The Closing Date and the location of delivery of and the form of payment

for the Original Notes may be varied by mutual agreement between the Initial

Purchasers and the Company.




 




One or more of

the Original Notes in global form registered in such names as the Initial

Purchasers may request upon at least one business day’s notice prior to the

Closing Date and having an aggregate principal amount corresponding to the aggregate

principal amount of the Original Notes shall be delivered by the Company to the

Initial Purchasers (or as the Initial Purchasers direct), against payment by

the Initial Purchasers of the purchase price therefor by means of transfer of

immediately available funds to such account or accounts specified by the

Company in accordance with its obligations under Sections 4(g) and 8(l) hereof

on or prior to the Closing Date, or by such means as the parties hereto shall

agree prior to the Closing Date.




 




4.             Agreements of

the Issuers.  The Issuers, jointly

and severally, covenant and agree with the Initial Purchasers:




 




(a)           to

furnish the Initial Purchasers and those persons identified by the Initial

Purchasers, without charge, with as many copies of the Preliminary Offering

Memorandum and the Offering Memorandum, and any amendments or supplements

thereto, as the Initial Purchasers may reasonably request.  The Issuers consent to the 




 




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use of the Preliminary Offering

Memorandum and the Offering Memorandum, and any amendments and supplements

thereto required pursuant to this Agreement, by the Initial Purchasers in

connection with Exempt Resales.




 




(b)           not

to amend or supplement the Offering Memorandum prior to completion of the

initial distribution of the Original Notes unless the Initial Purchasers shall

previously have been advised of, and shall not have objected to, such amendment

or supplement within a reasonable time.




 




(c)           if,

during the time that an Offering Memorandum is required to be delivered in

connection with any Exempt Resales after the date of this Agreement and prior

to the consummation of the Exchange Offer, any event shall occur that, in the

reasonable judgment of the Issuers or in the judgment of counsel to the Initial

Purchasers, makes any statement of a material fact in the Offering Memorandum,

as then amended or supplemented, untrue or which omits to state any material

fact necessary in order to make the statements in the Offering Memorandum, as

then amended or supplemented, in the light of the circumstances under which

they are made, not misleading, or if it is necessary to amend or supplement the

Offering Memorandum to comply with all applicable laws, the Issuers shall

promptly notify the Initial Purchasers of such event and prepare an appropriate

amendment or supplement to the Offering Memorandum so that (i) the statements

of material fact contained in the Offering Memorandum, as amended or supplemented,

will, in the light of the circumstances at the time that the Offering

Memorandum is delivered to prospective Eligible Purchasers, not be misleading

and (ii) the Offering Memorandum will comply with all applicable laws.




 




(d)           to

cooperate with the Initial Purchasers and counsel to the Initial Purchasers in

connection with the qualification or registration of the Original Notes under

the securities laws of such jurisdictions as the Initial Purchasers may request

and to continue such qualification in effect so long as required for the Exempt

Resales.  Notwithstanding the foregoing,

no Issuer shall be required to qualify as a foreign corporation in any

jurisdiction in which it is not so qualified or to file a general consent to

service of process in any such jurisdiction or subject itself to taxation.




 




(e)           to

advise the Initial Purchasers promptly and, if requested by the Initial

Purchasers, to confirm such advice in writing, of the issuance by any

securities commission of any stop order suspending the qualification or

exemption from qualification of any of the Original Notes for offering or sale

in any jurisdiction, or the initiation of any proceeding for such purpose by

any securities commission or any other regulatory authority.  The Issuers shall use their commercially

reasonable best efforts to prevent the issuance of any stop order or order

suspending the qualification or exemption of any of the Original Notes under

any securities laws, and if at any time any securities commission or any other

regulatory authority shall issue an order suspending the




 




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qualification or exemption of

any of the Original Notes under any securities laws, the Issuers shall use

their commercially reasonable best efforts to obtain the withdrawal or lifting

of such order at the earliest possible time.




 




(f)            whether

or not the transactions contemplated by this Agreement are consummated or this

Agreement becomes effective or is terminated other than by reason of a default

by the Initial Purchasers, to pay all costs, expenses, fees, disbursements

(including fees, expenses and disbursements of counsel to the Issuers)

reasonably incurred and stamp, documentary or similar taxes incident to and in

connection with:  (i) the preparation,

printing and distribution of the Preliminary Offering Memorandum and the

Offering Memorandum (including, without limitation, financial statements) and

all amendments and supplements thereto, (ii) all expenses (including

travel expenses) of the Issuers in connection with any meetings with

prospective investors in the Original Notes, it being understood that the

Company and the Initial Purchasers shall share equally the expenses associated

with all airplane travel for such “roadshow” and any other meetings with

prospective investors in the Original Notes, (iii) the preparation,

notarization (if necessary) and delivery of the Note Documents and all other

agreements, memoranda, correspondence and documents prepared and delivered in

connection with this Agreement and with the Exempt Resales, (iv) the issuance,

transfer and delivery by the Company and the Guarantors of the Original Notes

and the Guarantees, respectively, to the Initial Purchasers, (v) the

qualification or registration of the Notes for offer and sale under the

securities laws of the several states of the United States or provinces of

Canada (including, without limitation, the cost of printing and mailing preliminary

and final Blue Sky or legal investment memoranda and fees and disbursements of

counsel (including local counsel) to the Initial Purchasers relating thereto),

(vi) the furnishing of such copies of the Preliminary Offering Memorandum and

the Offering Memorandum, and all amendments and supplements thereto, as may be

reasonably requested for use in connection with Exempt Resales, (vii) the

preparation of certificates for the Notes, (viii) the application for quotation

of the Notes in The PORTAL Market (“Portal”) of the National Association of

Securities Dealers, Inc. (“NASD”), including, but not limited to, all

listing fees and expenses, (ix) the approval of the Notes by The Depository

Trust Company (“DTC”) for “book-entry” transfer, (x) the rating of the Notes

by rating agencies, (xi) the fees and expenses of the Trustee and its

counsel and (xii) the performance by the Issuers of their other obligations

under the Note Documents.  In addition,

if, but only if, the transactions contemplated by this agreement are not consummated

or this agreement is terminated other than by reason of a default by the

Initial Purchasers, the Issuer shall pay the fees, expenses and disbursements

of counsel to the Initial Purchasers.




 




(g)           to

use the proceeds from the sale of the Original Notes in the manner described in

the Offering Memorandum under the caption “Use of Proceeds.”




 




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(h)           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 their part to the delivery of the Original Notes.




 




(i)            not

to, and not to permit any of their subsidiaries to, sell, offer for sale or solicit

offers to buy any security (as defined in the Act) that would be integrated

with the sale of the Original Notes in a manner that would require the registration

under the Act of the sale of the Original Notes to the Initial Purchasers or

any Eligible Purchasers.




 




(j)            not

to permit any Issuer to, and to use their reasonable efforts to cause their

other affiliates (as defined in Rule 144 under the Act) not to, resell any of

the Original Notes that have been reacquired by any of them.




 




(k)           not

to engage, not to allow any of their subsidiaries to engage, and to use their

commercially reasonable best efforts to cause their other affiliates and any

person acting on their behalf (other than, in any case, the Initial Purchasers

and any of their affiliates, as to whom the Issuers make no covenant) not to engage,

in any form of general solicitation or general advertising (within the meaning

of Regulation D under the Act) in connection with any offer or sale of the

Original Notes in the United States prior to the effectiveness of a

registration statement with respect to the Notes.




 




(l)            not

to engage, not to allow any of their subsidiaries to engage, and to use their

commercially reasonable best efforts to cause their other affiliates and any

person acting on their behalf (other than, in any case, the Initial Purchasers

and any of their affiliates, as to whom the Issuers make no covenant) not to

engage, in any directed selling effort with respect to the Original Notes, and

to comply with the offering restrictions requirement of Regulation S under the

Act.  Terms used in this paragraph

(other than capitalized terms defined in this Agreement) have the meanings

given to them by Regulation S.




 




(m)          not

to register any transfer of the Original Notes sold in reliance on Regulation S

which transfers were not made in accordance with the provisions of Regulation S

and not, except in accordance with the provisions of Regulation S, if

applicable, to issue any such Original Notes in the form of definitive

securities in connection with the Original Notes offered and sold in an offshore

transaction (as defined in Regulation S).




 




(n)           from

and after the Closing Date, for so long as any of the Notes remain outstanding

and are “restricted securities” within the meaning of Rule 144(a)(3) under the

Act and during any period in which the Company is not subject to Section 13 or

15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

to make available upon request the information required by Rule 144A(d)(4)

under the




 




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Act to (i) any holder or

beneficial owner of Notes in connection with any sale of such Notes and (ii)

any prospective purchaser of such Notes from any such holder or beneficial

owner designated by the holder or beneficial owner.  The Issuers will pay the expenses of printing and distributing

such documents.




 




(o)           to

comply with all of the terms and provisions of the Registration Rights Agreement.




 




(p)           to

comply with all of their obligations set forth in the representations letter of

the Issuers to DTC relating to the approval of the Notes by DTC for

“book-entry” transfer and to use their commercially reasonable best efforts to

obtain approval of the Notes by DTC for “book-entry” transfer.




 




(q)           to

use their commercially reasonable best efforts to effect the inclusion of the

Original Notes in Portal.




 




(r)            for

two years after the Closing Date, to furnish to the Initial Purchasers copies

of all reports filed or required to be filed under the Exchange Act furnished

by the Company to the Trustee or to the holders of the Notes and which are not

otherwise publicly available and, as soon as practicable, copies of any reports

or financial statements furnished to or filed by the Company with the

Commission or any national securities exchange on which any class of securities

of the Company may be listed and which are not otherwise publicly available; provided,

that the Initial Purchasers agree to maintain the confidentiality of the

information in such reports or financial statements.




 




(s)           not

to distribute prior to the Closing Date any offering material in connection

with the offer and sale of the Original Notes other than the Preliminary

Offering Memorandum and the Offering Memorandum.




 




(t)            during

the period of two years after the Closing Date or, if earlier, until such time

as the Original Notes are no longer restricted securities (as defined in Rule

144 under the Act), not to be or become a closed-end investment company

required to be registered, but not registered, under the Investment Company Act

of 1940.




 




(u)           in

connection with the offering, until the Initial Purchasers shall have notified

the Company of the completion of the resale of the Notes, not to, and not to

permit any of their affiliates (as such term is defined in Rule 501(b) of Regulation D

under the Act) to, either alone or with one or more other persons, bid for or

purchase for any account in which they or any of their affiliates have a

beneficial interest any Notes; and none of the Issuers nor any of their

affiliates will make bids or purchases for the purpose of creating actual, or

apparent, active trading in, or of raising the price of, the Notes.




 




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5.             Representations

and Warranties.  (a)  The

Issuers, jointly and severally, represent and warrant to the Initial Purchasers

that:




 




(i)            Each

of the Preliminary Offering Memorandum and the Offering Memorandum has been

prepared for use in connection with the Exempt Resales.  Neither the Preliminary Offering Memorandum

nor the Offering Memorandum as of its respective date, nor on the Closing Date

will the Offering Memorandum, contain any untrue statement of a material fact

or 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; provided,

however,

that the Issuers make no representation or warranty with respect to information

contained in or omitted from the Preliminary Offering Memorandum or the

Offering Memorandum, as supplemented or amended, in reliance upon and in

conformity with the Initial Purchasers’ Information (as defined below)

furnished to the Company or its representatives in writing by or on behalf of

the Initial Purchasers relating to the Initial Purchasers expressly for

inclusion in the Preliminary Offering Memorandum, the Offering Memorandum or

any supplement or amendment thereto.  No

order preventing the use of the Preliminary Offering Memorandum or the Offering

Memorandum, or any order asserting that any of the transactions contemplated by

this Agreement are subject to the registration requirements of the Act, has

been issued or to the knowledge of the Company or the Subsidiaries, has been

threatened.




 




(ii)           There

are no securities of the Issuers that are listed on a national securities

exchange registered under Section 6 of the Exchange Act or that are quoted in a

United States automated interdealer quotation system of the same class as the

Notes within the meaning of Rule 144A under the Act.




 




(iii)          As

of the Closing Date and based on the assumptions set forth in the Offering

Memorandum, the Company’s authorized capitalization as of March 28, 2003 is as

set forth in the “As Adjusted” column under the heading “Capitalization” in the

Offering Memorandum.  All of the issued

and outstanding shares of capital stock or other equity interests of the

Company have been duly authorized and validly issued, are fully paid and

nonassessable and were not issued in violation of any preemptive or similar

rights.  Attached hereto as Schedule II

is a true and complete list of each subsidiary of the Company that would be a

“Significant Subsidiary” as defined in Article 1, Rule 1-02 of Regulation

S-X under the Act, assuming all references to “10 percent” in such definition

are changed to “5 percent,” their jurisdictions of incorporation or formation,

type of entity and percentage equity ownership by the Company (all such Significant

Subsidiaries, the “Subsidiaries”).  The entities listed on Schedule II hereto are the

only Subsidiaries, direct or indirect, of the Company.  All of the issued and outstanding shares of

capital stock or other equity interests of each of the Subsidiaries have been

duly and validly authorized and issued, are fully paid and nonassessable,




 




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were not issued in violation of any preemptive

or similar rights and, except as set forth in the Offering Memorandum, are

owned by the Company free and clear of all Liens (as defined in the Indenture)

(other than those imposed by the Act and the securities or “Blue Sky” laws of

certain jurisdictions).  Except as set

forth in the Offering Memorandum, there are no outstanding options, warrants or

other rights to acquire or purchase, or instruments convertible into or

exchangeable for, any shares of capital stock of any of the Subsidiaries.  No holder of any securities of the Company

or any of the Subsidiaries is entitled to have such securities (other than the

Notes) registered under any registration statement contemplated by the

Registration Rights Agreement.




 




(iv)          Each

of the Company and its subsidiaries (a) is a corporation, partnership or

other entity duly organized and validly existing under the laws of the

jurisdiction of its incorporation or organization, as the case may be,

(b) has all requisite corporate or other power and authority, and has all

governmental licenses, authorizations, consents and approvals, necessary to own

its property and carry on its business as now being conducted, except if the

failure to obtain any such license, authorization, consent and approval would

not reasonably be expected to have a Material Adverse Effect and (c) is

qualified to do business and is in good standing in all jurisdictions in which

the nature of the business conducted by it makes such qualification necessary,

except those jurisdictions in which the failure to be so qualified and in good

standing individually or in the aggregate would not reasonably be expected to

have a Material Adverse Effect.  A “Material

Adverse Effect” means any material adverse effect on the business,

condition (financial or other), results of operations, cash flow, performance,

properties or prospects of the Company and its subsidiaries, taken as a whole.




 




(v)           Each

of the Issuers has all requisite corporate or other power and authority to

execute, deliver and perform all of its obligations under the Transaction

Documents to which it is a party and to consummate the transactions

contemplated by the Transaction Documents to be consummated on its part and,

without limitation, the Company has all requisite corporate power and authority

to issue, sell and deliver and perform its obligations under the Notes and each

Guarantor has all requisite corporate or other power and authority to execute,

deliver and perform all its obligations under its Guarantee.




 




(vi)          This

Agreement has been duly and validly authorized, executed and delivered by each

Issuer.




 




(vii)         The

Indenture has been duly and validly authorized by each Issuer and, when duly

executed and delivered by each Issuer (assuming the due authorization, execution

and delivery thereof by the Trustee), will be a legal, valid and binding

obligation of each of the Issuers, enforceable against each of them in

accordance with its terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the 




 




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enforcement of creditors’ rights generally and by general principles of

equity (whether considered in a proceeding at law or in equity) and the

discretion of the court before which any proceeding therefor may be

brought.  The Indenture, when executed

and delivered, will conform in all material respects to the description thereof

in the Offering Memorandum.




 




(viii)        The

Original Notes have been duly and validly authorized for issuance and sale to

the Initial Purchasers by the Primary Issuers and, when issued, authenticated

and delivered by the Primary Issuers against payment by the Initial Purchasers

in accordance with the terms of this Agreement and the Indenture, the Original

Notes will be legal, valid and binding obligations of each Primary Issuer,

entitled to the benefits of the Indenture and enforceable against each Primary

Issuer in accordance with their terms, except as the enforcement thereof may be

limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,

moratorium or other similar laws affecting the enforcement of creditors’ rights

generally and by general principles of equity (whether considered in a

proceeding at law or in equity) and the discretion of the court before which

any proceeding therefor may be brought. 

The Original Notes, when issued, authenticated and delivered, will

conform in all material respects to the description thereof in the Offering

Memorandum.




 




(ix)           The

Exchange Notes have been, or upon the Closing Date will be, duly and validly

authorized for issuance by the Primary Issuers and, when issued, authenticated

and delivered by the Primary Issuers in accordance with the terms of the

Registration Rights Agreement, the Exchange Offer and the Indenture, the

Exchange Notes will be legal, valid and binding obligations of each Primary

Issuer, entitled to the benefits of the Indenture and enforceable against each

Primary Issuer in accordance with their terms, except as the enforcement

thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent

conveyance, moratorium or other similar laws affecting the enforcement of

creditors’ rights generally and by general principles of equity (whether

considered in a proceeding at law or in equity) and the discretion of the court

before which any proceeding therefor may be brought.




 




(x)            The

Guarantees have been duly and validly authorized by the Guarantors and, when

the Original Notes are issued, authenticated and delivered by the Primary

Issuers against payment by the Initial Purchasers in accordance with the terms

of this Agreement and the Indenture, will be legal, valid and binding

obligations of the Guarantors, enforceable against each of them in accordance

with their terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the enforcement of creditors’ rights generally and

by general principles of equity (whether considered in a proceeding at law or

in equity) and the discretion of the court before which any proceeding therefor

may be brought.  The Guarantees, when executed

and delivered, will 




 




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conform in all material respects to the description thereof in the

Offering Memorandum.




 




(xi)           The

guarantees to be endorsed on the Exchange Notes have been duly and validly

authorized by the Guarantors and, when the Exchange Notes are issued,

authenticated and delivered in accordance with the terms of the Registration

Rights Agreement, the Exchange Offer and the Indenture, will be legal, valid

and binding obligations of the Guarantors, enforceable against each of them in

accordance with their terms, except as the enforcement thereof may be limited

by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the enforcement of creditors’ rights generally and

by general principles of equity (whether considered in a proceeding at law or

in equity) and the discretion of the court before which any proceeding therefor

may be brought.




 




(xii)          The

Registration Rights Agreement has been duly and validly authorized by each of

the Issuers and, when duly executed and delivered by each of the Issuers

(assuming the due authorization, execution and delivery thereof by the Initial

Purchasers), will constitute a legal, valid and binding obligation of each of

the Issuers, enforceable against them in accordance with its terms, except that

(A) the enforcement thereof may be subject to (i) bankruptcy,

insolvency, reorganization, moratorium or other similar laws now or hereafter

in effect relating to the enforcement of creditors’ rights generally and

(ii) general principles of equity (whether considered in a proceeding at

law or in equity) and the discretion of the court before which any proceeding

therefor may be brought and (B) any rights to indemnity or contribution

thereunder may be limited by federal and state securities laws and public

policy considerations.  The Registration

Rights Agreement will conform in all material respects to the description

thereof in the Offering Memorandum.




 




(xiii)         All

taxes, fees and other governmental charges that are due and payable on or prior

to the Closing Date in connection with the execution, delivery and performance

of the Note Documents and the execution, delivery and sale of the Original

Notes shall have been paid by or on behalf of the Company at or prior to the

Closing Date.




 




(xiv)        None

of the Company or its subsidiaries is (A) in violation of its charter, bylaws

or other constitutive documents, (B) in default (or, with notice or lapse of

time or both, would be in default) in the performance or observance of any

obligation, agreement, covenant or condition contained in any bond, debenture,

note, indenture, mortgage, deed of trust, loan or credit agreement, lease,

license, franchise agreement, authorization, permit, certificate or other

agreement or instrument to which any of them is a party or by which any of them

is bound or to which any of their assets or properties is subject

(collectively, “Agreements and Instruments”), or (C) in violation of any law,

statute, rule, regulation, judgment, order or decree of any domestic or foreign

court with jurisdiction over any of them or any of their assets or




 




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properties or other governmental or regulatory authority, agency or

other body, which, in the case of clauses (B) and (C) herein, would reasonably

be expected to have, either individually or in the aggregate, a Material

Adverse Effect.  To the knowledge of the

Company, there exists no condition that, with notice, the passage of time or

otherwise, would constitute a default by the Company or its subsidiaries under

any such document or instrument or result in the imposition of any penalty or

the acceleration of any indebtedness, other than penalties, defaults or

conditions that would not reasonably be expected to have a Material Adverse Effect.




 




(xv)         The

execution, delivery and performance by each of the Issuers of the Transaction

Documents to which they are a party, including the consummation of the offer

and sale of the Original Notes, does not or will not violate, conflict with or

constitute a breach of any of the terms or provisions of or a default under (or

an event that with notice or the lapse of time, or both, would constitute a

default), or require consent under, or result in the creation or imposition of

a lien, charge or encumbrance on any property or assets of the Company or any

of its subsidiaries or an acceleration of any indebtedness of the Company or

any of its subsidiaries pursuant to, (i) the charter, bylaws or other

constitutive documents of any of the Company or any of its subsidiaries, (ii)

assuming the consummation of the Transactions and the fulfillment of the condition

set forth in Section 8(l), any material Agreements and Instruments, (iii) any

law, statute, rule or regulation applicable to the Company or any of its

subsidiaries or their respective assets or properties or (iv) any

judgment, order or decree of any domestic or foreign court or governmental

agency or authority having jurisdiction over the Company or any of its

subsidiaries or their respective assets or properties.  Assuming the accuracy of the representations

and warranties of the Initial Purchasers in Section 5(b) of this Agreement, no

consent, approval, authorization or order of, or filing, registration, qualification,

license or permit of or with, any court or governmental agency, body or

administrative agency, domestic or foreign, is required to be obtained or made

by the Company or any of its subsidiaries for the execution, delivery and

performance by each of the Company or any of its subsidiaries of the

Transaction Documents to which it is a party including the consummation of any

of the transactions contemplated thereby, except (w) such as have been or

will be obtained or made on or prior to the Closing Date, (x) registration

of the Exchange Offer or resale of the Notes under the Act pursuant to the Registration

Rights Agreement or (y) qualifi­cation of the Indenture under the Trust

Indenture Act of 1939, as amended (the “Trust Indenture Act”), in connection with

the issuance of the Exchange Notes.  No

consents or waivers from any other person or entity are required for the

execution, delivery and performance of this Agreement or any of the other

Transaction Documents or the consummation of any of the transactions

contemplated thereby, other than such consents and waivers as have been

obtained or will be obtained prior to the Closing Date.




 




12





























 




(xvi)        Except

as set forth in the Offering Memorandum, there is (A) no action, suit or

proceeding before or by any court, arbitrator or governmental agency, body or

official, domestic or foreign, now pending or, to the knowledge of the Issuers

threatened or contemplated, to which the Company or any of its Subsidiaries is

or may be a party or to which the business, assets or property of such person

is or may be subject, (B) no statute, rule, regulation or order that has

been enacted, adopted or issued or, to the knowledge of the Issuers, that has

been proposed by any governmental body or agency, domestic or foreign, (C) no

injunction, restraining order or order of any nature by a federal or state

court or foreign court of competent jurisdiction to which the Company or any of

its Subsidiaries is or may be subject that (x) in the case of

clause (A) above, if determined adversely to the Company or such

Subsidiary, would reasonably be expected, either individually or in the aggregate,

(1) to have a Material Adverse Effect or (2) to interfere with or

adversely affect the issuance of the Notes in any jurisdiction or adversely

affect the consummation of the transactions contemplated by any of the

Transaction Documents and (y) in the case of clauses (B) and (C) above,

would reasonably be expected, either individually or in the aggregate, (1)

to have a Material Adverse Effect or (2) to interfere with or

adversely affect the issuance of the Notes in any jurisdiction or adversely

affect the consummation of the transactions contemplated by any of the

Transaction Documents.  Every request of

any securities authority or agency of any jurisdiction for additional

information with respect to the Notes that has been received by the Company or

any of its subsidiaries or their counsel prior to the date hereof and which

required compliance prior to the Closing Date has been, or will prior to the

Closing Date be, complied with in all material respects.




 




(xvii)       Except

as would not reasonably be expected to have a Material Adverse Effect, no labor

disturbance by the employees of any of the Company or the Subsidiaries exists

or, to the knowledge of the Issuers, is imminent.




 




(xviii)      The

Issuers periodically review and evaluate their compliance in all material

respects of their business facilities, real property and operations with

requirements of applicable Environment Law. 

On the basis of such review, except as set forth in the Offering

Memorandum, the Company and each of its Subsidiaries (A) is in compliance

with, or not subject to costs or liabilities under laws, regulations, rules of

common law, orders and decrees, as in effect as of the date hereof, and any

present judgments and injunctions issued or promulgated thereunder relating to

pollution or protection of public and employee health and safety, the

environment or hazardous or toxic substances or wastes, pollutants or contaminants

applicable to it or its business or operations or ownership or use of its

property (“Environmental Laws”), other than any such noncompliance or

such costs or liabilities that would not reasonably be expected to, either

individually or in the aggregate, have a Material Adverse Effect, and

(B) possesses all permits, licenses or other approvals required under

applicable Environmental Laws, except where the failure to possess any such

permit, license or other 




 




13





























 




approval would not reasonably be expected to, either individually or in

the aggregate, have a Material Adverse Effect. 

All currently pending and, to the knowledge of the Issuers, threatened

proceedings, notices of violation, demands, notices of potential responsibility

or liability, suits and existing environmental investigations by any

governmental authority which the Company or its subsidiaries could reasonably

expect to result in a Material Adverse Effect are fully and accurately

described in all material respects in the Offering Memorandum.




 




(xix)         The

Company and each of its Subsidiaries has (A) all licenses, certificates,

permits, authorizations, approvals, franchises and other rights (including licenses,

certificates, permits, authorizations, approvals, franchises and other rights

granted by any federal, state or local governmental or other regulatory

authority having jurisdiction over the Company or its Subsidiaries or any of

their respective properties) from, and has made all declarations and filings

with, all applicable authorities, all self-regulatory authorities and all

courts and other tribunals (each, an “Authorization”) necessary to engage in the

business conducted by it in the manner described in the Offering Memorandum,

except where failure to hold such Authorizations would not be reasonably

expected to have a Material Adverse Effect, and (B) no reason to believe

that any governmental body or agency, domestic or foreign, is considering limiting,

suspending or revoking any such Authorization, except where such limitation,

suspension or revocation would not reasonably be expected to have a Material

Adverse Effect.  All such Authorizations

are valid and in full force and effect and the Company and each of its

Subsidiaries is in compliance with the terms and conditions of all such

Authorizations and with the rules and regulations of the regulatory authorities

having jurisdiction with respect to such Authorizations, except for any

invalidity, failure to be in full force and effect or noncompliance that would

not reasonably be expected to have a Material Adverse Effect.




 




(xx)          The

Company and each of its Subsidiaries has valid title in fee simple to all items

of real property and title to all personal property owned by each of them, in

each case free and clear of any pledge, lien, encumbrance, security interest or

other defect or claim of any third party, except (i) such as does not

materially and adversely affect the value of such property and does not

interfere with the use made or proposed to be made of such property by the

Company or such Subsidiary to an extent that such interference would have a

Material Adverse Effect and (ii) existing liens or permitted liens in each case

as set forth in the Offering Memorandum. 

Any real property and buildings held under lease by the Company or any

such Subsidiary are held under valid, subsisting and enforceable leases, with

such exceptions as do not materially interfere with the use made or proposed to

be made of such property and buildings by the Company or such Subsidiary.




 




14





























 




(xxi)         The

Company and each of its Subsidiaries owns, possesses or has the right to employ

all patents, patent rights, licenses, inventions, copyrights, know-how

(including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures), trademarks, service marks

and trade names (collectively, the “Intellectual Property”) necessary to conduct

the businesses operated by it, except where the failure to own, possess or have

the right to employ such Intellectual Property would not reasonably be expected

to have a Material Adverse Effect.  None

of the Company or any of its Subsidiaries has received any notice of

infringement of or conflict with (and neither knows of any such infringement or

a conflict with) asserted rights of others with respect to any of the foregoing

that, if such assertion of infringement or conflict were sustained, would

reasonably be expected to have a Material Adverse Effect.  The use of the Intellectual Property in

connection with the business and operations of the Company and its Subsidiaries

does not infringe on the rights of any person, except for such infringement as

would not reasonably be expected to have a Material Adverse Effect.




 




(xxii)        All

tax returns required to be filed by the Company and each of its Subsidiaries

have been filed in all jurisdictions where such returns are required to be

filed; and all taxes, including withholding taxes, value added and franchise

taxes, penalties and interest, assessments, fees and other charges due or

claimed to be due from such entities or that are due and payable have been

paid, other than those being contested in good faith and for which reserves

have been provided in accordance with GAAP (as defined in the Indenture) or

those currently payable without penalty or interest and except where the

failure to make such required filings or payment would not reasonably be

expected to have a Material Adverse Effect. 

To the knowledge of the Issuers, there are no material proposed

additional tax assessments against any of the Company or its Subsidiaries or

their assets or property.




 




(xxiii)       Except

as set forth in the Offering Memorandum, neither the Company nor any of its

Subsidiaries has any liability for any prohibited transaction or accumulated

funding deficiency (within the meaning of Section 412 of the Code) or any

complete or partial withdrawal liability with respect to any pension, profit

sharing or other plan which is subject to the Employee Retirement Income

Security Act of 1974, as amended (“ERISA”), to which the Company or any of the

Subsidiaries makes or ever has made a contribution and in which any employee of

the Company or any of its Subsidiaries is or has ever been a participant.  With respect to such plans, the Company and

each of its Subsidiaries is in compliance in all material respects with all

applicable provisions of ERISA.




 




(xxiv)       Neither

the Company nor any of its Subsidiaries is an “investment company” or a company

“controlled” by an “investment company” incorporated in the 




 




15





























 




United States within the meaning of the Investment Company Act of 1940,

as amended.




 




(xxv)        The

Issuers maintain 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 its financial statements in conformity with

GAAP and to maintain accountability for assets; (C) access to assets is

permitted only in accordance with management’s general or specific

authorization; and (D) the recorded accountability for its assets is

compared with the existing assets at reasonable intervals and appropriate action

is taken with respect to any differences.




 




(xxvi)       The

Issuers maintain insurance covering its properties, assets, operations,

personnel (not including directors and officers) and businesses, and such insurance

is of such type and in such amounts that, in the good faith judgment of the

Company, is in accordance with customary industry practice.




 




(xxvii)      None

of the Issuers nor (to their knowledge) any of their affiliates (as defined in

Rule 501(b) of Regulation D under the Act) has (A) taken,

directly or indirectly, any action designed to, or that might reasonably be expected

to, cause or result in stabilization or manipulation of the price of any

security of the Issuers to facilitate the sale or resale of the Original Notes

or (B) sold, bid for, purchased or paid any person any compensation for

soliciting purchases of the Original Notes in a manner that would require

registration of the Original Notes under the Act or paid or agreed to pay to

any person any compensation for soliciting another to purchase any other

securities of any Issuer in a manner that would require registration of the

Original Notes under the Act.




 




(xxviii)     None

of the Issuers or (to their knowledge) any of their affiliates (as defined in

Regulation D under the Act) has, directly or through any agent (other than the

Initial Purchasers or any affiliate of the Initial Purchasers, as to which no

representation is made), sold, offered for sale, contracted to sell, pledged,

solicited offers to buy or otherwise disposed of or negotiated in respect of,

any security (as defined in the Act) that is currently or will be integrated

with the sale of the Original Notes in a manner that would require the

registration of the Original Notes under the Act.




 




(xxix)       None

of the Issuers or (to their knowledge) any of their affiliates, or any person

acting on its or their behalf (other than the Initial Purchasers, as to whom

the Issuers make no representation), is engaged in any directed selling effort

with respect to the Original Notes, and each of them has complied with the

offering restrictions requirement of Regulation S under the Act.  Terms used in this paragraph (other than

capitalized terms defined in this Agreement) have the respective meanings given

to them by Regulation S under the Act.




 




16





























 




(xxx)        No

consent, approval, authorization or other order of, or registration or filing

with, any court or other governmental or regulatory authority or agency is

required for the Company’s execution, delivery and performance of the Transaction

Documents or the issuance and delivery of the Notes or the Exchange Notes, or

consummation of the transactions contemplated hereby and thereby and by the

Offering Memorandum (including, but not limited to, the obligations of the Company

to effect payments of principal of, and premium, interest and Additional

Interest (as defined in the Registration Rights Agreement) if any, on the Notes

and the Exchange Notes in United States dollars free of any liability on the

part of any holder thereof), except such as have been obtained or made by the

Issuers and are in full force and effect and as may be required by federal and

state securities laws with respect to the Issuers’ obligations under the Registration

Rights Agreement.  No form of general

solicitation or general advertising (prohibited by the Act in connection with offers

or sales such as the Exempt Resales) was used by the Company or any of its

representatives (other than the Initial Purchasers, as to whom the Issuers make

no representation) in connection with the offer and sale of any of the Original

Notes or in connection with Exempt Resales, including, but not limited to,

articles, notices or other communications published in any newspaper, magazine

or similar medium or broadcast over television or radio or displayed on any

computer terminal, or any seminar or meeting whose attendees have been invited

by any general solicitation or general advertising.  Neither the Company nor any of its affiliates has entered into,

and neither the Company nor any of its affiliates will enter into, any

contractual arrangement with respect to the distribution of the Original Notes

except for this Agreement.




 




(xxxi)       To

the best knowledge of the Issuers, as of March 28, 2003, none of the Issuers

had any material liabilities or obligations, direct or contingent, that were

not set forth in the Company’s consolidated balance sheet as of such date or in

the notes thereto set forth in the Offering Memorandum.  Since March 28, 2003, except as set forth or

contemplated in the Offering Memorandum, (a) none of the Issuers has

(1) incurred any liabilities or obligations, direct or contingent, that

would reasonably be expected to have a Material Adverse Effect, or

(2) entered into any material transaction not in the ordinary course of

business, (b) there has not been any event or development with respect to

the business or condition (financial or other) of the Issuers that, either

individually or in the aggregate, would reasonably be expected to have a

Material Adverse Effect, (c) there has been no dividend or distribution of any

kind declared, paid or made by the Company on any class of its capital stock

and (d) there has not been any material increase in the long-term debt of the

Issuers.




 




(xxxii)      Neither

the Company nor any of its subsidiaries (nor any agent thereof acting on its or

their behalf) has taken, and none of them will take, any action that might

cause this Agreement or the issuance or sale of the Notes to violate Regulation




 




17





























 




T, U or X of the Board of Governors of the Federal Reserve System, as

in effect, or as the same may hereafter be in effect, on the Closing Date.




 




(xxxiii)     Ernst

& Young LLP is an independent accountant within the meaning of the

Act.  The historical financial

statements and the notes thereto included in the Offering Memorandum present

fairly in all material respects the consolidated financial position, results of

operations and cash flows of the Company and its subsidiaries at the respective

dates and for the respective periods indicated.  Such financial statements have been prepared in accordance with

GAAP applied on a consistent basis throughout the periods presented (except as

disclosed in the Offering Memorandum). 

The other financial and statistical information and data included in the

Offering Memorandum are accurately presented in all material respects and

prepared on a basis consistent with the financial statements and the books and

records of the Company and its subsidiaries.




 




(xxxiv)     As

of the date hereof and immediately prior to and immediately following the

issuance of the Notes on the Closing Date each of the Issuers is and will be Solvent.  No Issuer is contemplating either the filing

of a petition by it under any bankruptcy or insolvency laws or the liquidating

of all or a substantial portion of its property, and the Issuers have no

knowledge of any Person contemplating the filing of any such petition against

any Issuer.  As used herein, “Solvent”

shall mean, for any Person on a particular date, that on such date, (a) the

fair value of the property of such Person is greater than the total amount of

liabilities, including, without limitation, contingent liabilities, of such

Person, (b) the present fair salable value of the assets of such Person is not

less than the amount that will be required to pay the probable liability of

such Person on its debts as they become absolute and matured, (c) such Person

does not intend to, and does not believe that it will, incur debts and

liabilities beyond such Person’s ability to pay as such debts and liabilities

mature, (d) such Person is not engaged in a business or a transaction, and is

not about to engage in a business or a transaction, for which such Person’s property

would constitute an unreasonably small capital and (e) such Person is able to

pay its debts as they become due and payable.




 




(xxxv)      Except

as described in the section entitled “Plan of Distribution” or “Related Party

Transactions — Advisory Agreement” in the Offering Memorandum, there are no

contracts, agreements or understandings between any Issuer and any other person

other than the Initial Purchasers that would give rise to a valid claim against

such Issuer or the Initial Purchasers for a brokerage commission, finder’s fee

or like payment in connection with the issuance, purchase and sale of the

Notes.




 




(xxxvi)     The

statistical and market-related data and forward-looking statements

(within the meaning of Section 27A of the Act and Section 21E of the Exchange

Act) included in the Offering Memorandum are based on or derived from sources

that the 




 




18





























 




Issuers believe to be reliable and accurate in all material respects

and represent their good faith estimates that are made on the basis of data

derived from such sources.




 




(xxxvii)    As

of the Closing Date, each of the representations and warranties of the Company

and the Subsidiaries set forth in the each of the Transaction Documents will be

true and correct as if made at and as of such date (other than to the extent

any such representation or warranty is expressly made as to only a certain

other date).




 




(xxxviii)   Each

certificate signed by any officer of the Issuers and delivered to the Initial Purchasers

or counsel for the Initial Purchasers pursuant to, or in connection with, this

Agreement shall be deemed to be a representation and warranty under this

Agreement by the Issuers to the Initial Purchasers as to the matters covered by

such certificate.




 




(xxxix)      Except as set forth

in the Offering Memorandum or as would not, individually or in the aggregate,

have a Material Adverse Effect, there is no strike, slowdown or work stoppage

with the employees of the Company or any of its subsidiaries.




 




(xl)           The

Company has delivered to the Initial Purchasers a true and correct copy of each

of the Transaction Documents, together with all related agreements and all

schedules and exhibits thereto, and there shall have been no material

amendments, alterations, modifications or waivers of any of the provisions of

any such documents since their respective dates of execution, other than any

such amendments, alterations, modifications and waivers as to which the Initial

Purchasers have been advised in writing and which would be required to be

disclosed in the Offering Memorandum; and to the knowledge of the Issuers there

exists no event or condition which would constitute a default or an event of

default under any of the Transaction Documents which would reasonably be

expected to result in a Material Adverse Effect or materially adversely affect

the ability of the Issuers to consummate the Transactions.




 




(xli)          The

Company has established and maintains disclosure controls and procedures (as

such term is defined in Rule 13a-14 and 15d-14 under the 1934 Act); such

disclosure controls and procedures are designed to ensure that material information

relating to the Company, including its subsidiaries, is made known to the Company’s

Chief Executive Officer and its Chief Financial Officer by others within those

entities; the Company’s auditors and the Audit Committee of the Board of

Directors have been advised of:  (i) all

significant deficiencies in the design or operation of internal controls which

could adversely affect the Company’s ability to record, process, summarize, and

report financial data; and (ii) any fraud, whether or not material, that

involves management or other employees who have a significant role in the Company’s

internal controls; any material weaknesses in internal controls have been identified

for the Company’s auditors; and since the date of the most recent evaluation of

such disclosure controls and procedures, there have been no significant changes

in internal




 




19





























 




controls or in other factors that could significantly affect internal

controls, including any corrective actions with regard to significant

deficiencies and material weaknesses.




 




The Issuers acknowledge that the Initial Purchasers and, for purposes

of the opinions to be delivered to the Initial Purchasers pursuant to Section 8

of this Agreement, counsel to the Issuers and counsel to the Initial Purchasers

will rely upon the accuracy and truth of the foregoing representations and the

Issuers hereby consent to such reliance.




 




(b)           Each Initial

Purchaser acknowledges that it is purchasing the Original Notes pursuant to a

private sale exemption from registration under the Securities Act, and that the

Original Notes have not been 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 pursuant to an exemption from the registration

requirements of the Securities Act. 

Each Initial Purchaser represents, warrants and covenants to the Issuers

that:




 




(i)            It 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.




 




(ii)           (A)  Neither it,

nor any person acting on its behalf, has or will solicit offers for, or offer

or sell, the Original Notes by any form of general solicitation or general advertising

(as those terms are used in Regulation D under the Act) or in any manner

involving a public offering within the meaning of Section 4(2) of the Act

and (B) it has and will solicit offers for the Original Notes only from,

and will offer and sell the Original Notes only to (1) persons whom such

Initial Purchaser reasonably believes to be QIBs or, if any such person is buying

for one or more institutional accounts for which such person is acting as fiduciary

or agent, only when such person has represented to the Initial Purchasers that

each such account is a QIB to whom notice has been given that such sale or

delivery is being made in reliance on Rule 144A, and, in each case, in reliance

on the exemption from the registration requirements of the Act pursuant to Rule

144A, or (2) persons other than U.S. persons outside the United States in

reliance on the exemption from the registration requirements of the Act

provided by Regulation S.




 




(iii)          With respect to offers and sales outside the United States:




 




(A)          the Initial Purchasers will comply

with all applicable laws and regulations in each jurisdiction in which they

acquire, offer, sell or deliver Notes or have in their possession or distribute

either any Offering Memorandum or any such other material, in all cases at

their own expense;




 




20





























 




(B)           the Initial Purchasers have offered

the Original Notes and will offer and sell the Original Notes (1) as part of

its distribution at any time and (2) otherwise until 40 days after the later of

the commencement of the offering of the Original Notes and the Closing Date,

only in accordance with Rule 903 of Regulation S or another exemption from the

registration requirements of the Act. 

Accordingly, neither the Initial Purchasers nor any persons acting on

their behalf have engaged or will engage in any directed selling efforts

(within the meaning of Regulation S) with respect to the Original Notes, and

any such persons have complied and will comply with the offering restrictions

requirements of Regulation S;




 




(C)           the Initial Purchasers have not

offered or sold and, prior to the expiry of six months from the Closing Date,

will not offer or sell any Securities to persons in the United Kingdom except

to persons whose ordinary activities involve them in acquiring, holding,

managing or disposing of investments (as principal or agent) for the purposes

of their businesses or otherwise in circumstances which have not resulted and

will not result in an offer to the public in the United Kingdom within the

meaning of the Public Offers of Securities Regulations of 1995;




 




(D)          the Initial Purchasers have only

communicated or caused to be communicated and will only communicate or cause to

be communicated any invitation or inducement to engage in investment activity

(within the meaning of section 21 of the Financial Services and Markets Act

2000 (“FSMA”)) received by it in connection with the issuer or sale of any

Securities in circumstances in which section 21(1) of the FSMA does not apply

to the Company; and




 




(E)           the Initial Purchasers have complied

and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Securities in, from otherwise involving

the United Kingdom.




 




Terms used in this Section

5(b)(iii) (other than capitalized terms defined in this Agreement) have the

meanings given to them by Regulation S.




 




(iv)          The source of funds being used by it to acquire the

Original Notes does not include the assets of any “employee benefit plan”

(within the meaning of Section 3 of ERISA) or any “plan” (within the meaning of

Section 4975 of the Code).




 




The Initial Purchasers understand that the Issuers and, for purposes of

the opinions to be delivered to them pursuant to Section 8 hereof, counsel

to the Issuers and counsel to the Initial Purchasers will rely upon the

accuracy and truth of the foregoing representations, and the Initial Purchasers

hereby consent to such reliance.




 




21





























 




6.             Indemnification.  (a) 

Each of the Issuers, jointly and severally, agrees to indemnify and hold

harmless the Initial Purchasers, each person, if any, who controls the Initial

Purchasers within the meaning of Section 15 of the Act or Section 20(a) of the

Exchange Act, the agents, employees, officers and directors of the Initial

Purchasers and the agents, employees, officers and directors of any such

controlling person from and against any and all losses, liabilities, claims,

damages and expenses whatsoever (including, but not limited, to reasonable

attorneys’ fees and any and all reasonable expenses whatsoever incurred in

investigating, preparing or defending against any litigation, commenced or

threatened, or any claim whatsoever, and any and all reasonable amounts paid in

settlement of any claim or litigation) (collectively, “Losses”) to which they or any

of them may become subject under the Act, the Exchange Act or otherwise insofar

as such Losses (or actions in respect thereof) arise out of or are based upon

any untrue statement or alleged untrue statement of a material fact contained

in the Preliminary Offering Memorandum or the Offering Memorandum, or in any

supplement thereto or amendment thereof, or arise out of or are based upon the

omission or alleged omission to state therein a material fact necessary to make

the statements therein, in the light of the circumstances under which they were

made, not misleading; provided, however, that the Issuers

will not be liable in any such case to the extent, but only to the extent, that

any such Loss arises out of or is based upon any such untrue statement or

alleged untrue statement or omission or alleged omission made therein in

reliance upon and in conformity with written information relating to the

Initial Purchasers furnished to the Company or its representatives by or on

behalf of the Initial Purchasers expressly for use therein; provided, however,

that the Issuers shall not be liable to any Initial Purchaser with respect to

any Preliminary Offering Memorandum if (i) the Offering Memorandum corrected

any untrue statement or omission, (ii) the Offering Memorandum was delivered to

such Initial Purchaser (sufficiently in advance of the Closing Date and in

sufficient quantity to allow for distribution by the Closing Date), (iii) the

delivery of the Offering Memorandum was required by law to be made to the

applicable purchaser and (iv) such Initial Purchaser failed to furnish a copy

of the Offering Memorandum to the applicable purchaser.




 




(b)           The Initial Purchasers agree to

indemnify and hold harmless each Issuer, each person, if any, who controls each

Issuer within the meaning of Section 15 of the Act or Section 20(a) of the

Exchange Act, and each of their respective agents, employees, officers and

directors and the agents, employees, officers and directors of any such

controlling person from and against any Losses to which they or any of them may

become subject under the Act, the Exchange Act or otherwise insofar as such

Losses (or actions in respect thereof) arise out of or are based upon any

untrue statement or alleged untrue statement of a material fact contained in

the Preliminary Offering Memorandum or the Offering Memorandum, or in any

amendment thereof or supplement thereto, or arise out of or are based upon the

omission or alleged omission to state therein a material fact necessary to make

the statements therein, in the light of the circumstances under which they were

made, not misleading, in each case to the extent, but only to the extent, that

any such Loss arises out of or is based upon any untrue statement or alleged

untrue statement or omission or alleged omission made therein in reliance




 




22





























 




upon and in

conformity with information relating to the Initial Purchasers furnished in

writing to the Company or its representatives by or on behalf of the Initial

Purchasers expressly for use therein.  The

Issuers and the Initial Purchasers acknowledge that the information described

in Section 9 is the only information furnished in writing by the Initial Purchasers

to the Issuers expressly for use in the Preliminary Offering Memorandum or the

Offering Memorandum.




 




(c)           Promptly after receipt by an

indemnified party under subsection 6(a) or 6(b) above of notice of the commencement

of any action, suit or proceeding (collectively, an “Action”), such indemnified

party shall, if a claim in respect thereof is to be made against the indemnifying

party under such subsection, notify each party against whom indemnification is

to be sought in writing of the commencement of such Action (but the failure so

to notify an indemnifying party shall not relieve such indemnifying party from

any liability that it may have under this Section 6 except to the extent that

it has been prejudiced in any material respect by such failure).  In case any such Action is brought against

any indemnified party, and it notifies an indemnifying party of the commencement

of such Action, the indemnifying party will be entitled to participate in such

Action, and to the extent it may elect by written notice delivered to the

indemnified party promptly after receiving the aforesaid notice from such indemnified

party, to assume the defense of such Action with counsel reasonably satisfactory

to such indemnified party (in which case the indemnifying party shall not

thereafter be responsible for the fees and expenses of any separate counsel

retained by the indemnified parties except as set forth below).  Notwithstanding the foregoing, the

indemnified party or parties shall have the right to employ its or their own

counsel in any such Action, but the reasonable fees and expenses of such

counsel shall be at the expense of such indemnified party or parties unless (i)

the employment of such counsel shall have been authorized in writing by the

indemnifying parties in connection with the defense of such Action, (ii) the

indemnifying parties shall not have employed counsel to take charge of the

defense of such Action within a reasonable time after notice of commencement of

the Action, or (iii) the named parties to such Action (including any impleaded

parties) include such indemnified party and the indemnifying parties (or such

indemnifying parties have assumed the defense of such Action), and such

indemnified party or parties shall have reasonably concluded, based upon the

advice of counsel, that the use of counsel chosen by the indemnifying party to

represent the indemnified parties would present such counsel with a conflict

under applicable professional standards (in which case the indemnifying parties

shall not have the right to direct the defense of such Action on behalf of the

indemnified party or parties), in any of which events such reasonable fees and

expenses of counsel shall be borne by the indemnifying parties.  In no event shall the indemnifying party be

liable for the fees and expenses of more than one counsel (together with

appropriate local counsel) at any time for all indemnified parties in

connection with any one Action or separate but substantially similar or related

Actions arising in the same jurisdiction out of the same general allegations or

circumstances.  An indemnifying party

shall not be liable for any settlement of any claim or Action effected without

its written consent which consent may not be unreasonably withheld.  Notwithstanding the foregoing sentence, if

at any 




 




23





























 




time an

indemnified party shall have requested an indemnifying party to reimburse the

indemnified party for fees and expenses of counsel as contemplated by paragraph

(a) or (b) of this Section 6, then the indemnifying party agrees that it shall

be liable for any settlement of any proceeding effected without its written

consent if (i) such settlement is entered into more than 45 business days

after receipt by such indemnifying party of the aforesaid request,

(ii) such indemnifying party shall not have reimbursed the indemnified party

in accordance with such request prior to the date of such settlement and

(iii) such indemnified party shall have given the indemnifying party at

least 45 days prior notice of its intention to settle.  No indemnifying party shall, without the

prior written consent of the indemnified party, effect any settlement of any

pending or threatened proceeding in respect of which any indemnified party is

or could have been a party and indemnity could have been sought hereunder by

such indemnified party, unless (x) such settlement includes an unconditional

release of such indemnified party from all liability on claims that are the

subject matter of such proceeding, or (y) the indemnifying party provides the

indemnified party with a written statement asserting that it will continue to

indemnify the indemnified party in respect of such proceeding.




 




7.             Contribution.  In order to provide for contribution in

circumstances in which the indemnification provided for in Section 6 of this

Agreement is for any reason held to be unavailable from the indemnifying party,

or is insufficient to hold harmless a party indemnified under Section 6 of this

Agreement, each indemnifying party shall contribute to the amount paid or

payable by such indemnified party as a result of such aggregate Losses

(i) in such proportion as is appropriate to reflect the relative benefits

received by the Issuers, on the one hand, and the Initial Purchasers, on the

other hand, from the offering of the Original Notes or (ii) if such

allocation is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to above but also the

relative fault of the Issuers, on the one hand, and the Initial Purchasers, on

the other hand, in connection with the statements or omissions that resulted in

such Losses, as well as any other relevant equitable considerations.  The relative benefits received by the

Issuers, on the one hand, and the Initial Purchasers, on the other hand, shall

be deemed to be in the same proportion as (x) the total proceeds from the

offering of Original Notes (net of discounts and commissions but before

deducting expenses) received by the Issuers are to (y) the total discount

received by the Initial Purchasers.  The

relative fault of the Issuers, on the one hand, and the Initial Purchasers, on

the other hand, shall be determined by reference to, among other things,

whether the untrue or alleged untrue statement of a material fact or the

omission or alleged omission to state a material fact relates to information

supplied by the Issuers or the Initial Purchasers and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission or alleged statement or omission.




 




The Issuers

and the Initial Purchasers agree that it would not be just and equitable if

contribution pursuant to this Section 7 were determined by pro rata allocation

or by any other method of allocation that does not take into account the

equitable considerations referred to above. 

Notwithstanding the provisions of this Section 7, (i) in no case shall

the 




 




24





























 




Initial

Purchasers be required to contribute any amount in excess of the amount by

which the total discount applicable to the Original Notes pursuant to this

Agreement exceeds the amount of any damages that the Initial Purchasers have

otherwise been required to pay by reason of any untrue or alleged untrue

statement or omission or alleged omission and (ii) no person guilty of

fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)

shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation.  For

purposes of this Section 7, each person, if any, who controls the Initial

Purchasers within the meaning of Section 15 of the Act or Section 20(a) of the

Exchange Act shall have the same rights to contribution as the Initial

Purchasers, and each person, if any, who controls any Issuer within the meaning

of Section 15 of the Act or Section 20(a) of the Exchange Act and each

director, officer, employee and agent of such Issuer shall have the same rights

to contribution as such Issuer.  Any

party entitled to contribution will, promptly after receipt of notice of

commencement of any Action against such party in respect of which a claim for

contribution may be made against another party or parties under this Section 7,

notify such party or parties from whom contribution may be sought, but the

omission to so notify such party or parties shall not relieve the party or

parties from whom contribution may be sought from any obligation it or they may

have under this Section 7 or otherwise, except to the extent that it has been

prejudiced in any material respect by such failure; provided, however,

that no additional notice shall be required with respect to any Action for

which notice has been given under Section 6 for purposes of

indemnification.  Anything in this

section to the contrary notwithstanding, no party shall be liable for contribution

with respect to any Action or claim settled without its written consent; provided,

however,

that such written consent was not unreasonably withheld.




 




8.             Conditions of

Initial Purchasers’ Obligations. 

The obligations of the Initial Purchasers to purchase and pay for the

Original Notes, as provided for in this Agreement, shall be subject to

satisfaction of the following conditions prior to or concurrently with such

purchase:




 




(a)           All

of the representations and warranties of the Issuers contained in this

Agreement shall be true and correct in all material respects on the date of

this Agreement and, in each case after giving effect to the transactions contemplated

hereby, on the Closing Date, except (i) that if a representation and warranty

is made as of a specific date, and such date is expressly referred to therein,

such representation and warranty shall be true and correct as of such date, and

(ii) if a representation and warranty is qualified by materiality or Material

Adverse Effect, then it shall be true and correct in all respects.  The Issuers shall have performed or complied

with all of the agreements and covenants contained in this Agreement and required

to be performed or complied with by them at or prior to the Closing Date.




 




(b)           The

Offering Memorandum shall have been printed and copies distributed to the

Initial Purchasers on the business day following the date of this Agreement 




 




25





























 




or at such later date as the

Initial Purchasers may determine.  No

stop order suspending the qualification or exemption from qualification of the

Original Notes in any jurisdiction shall have been issued and no proceeding for

that purpose shall have been commenced or shall be pending or threatened.




 




(c)           No

action shall have been taken and no statute, rule, regulation or order shall

have been enacted, adopted or issued by any governmental agency that would, as

of the Closing Date, prevent the issuance of the Original Notes or consummation

of the Exchange Offer; except as disclosed in the Offering Memorandum, no

action, suit or proceeding shall have been commenced and be pending against or

affecting or, to the knowledge of the Issuers, threatened against the Company

and/or any of its subsidiaries before any court or arbitrator or any

governmental body, agency or official that, if adversely determined, would

reasonably be expected to have a Material Adverse Effect; and no stop order

preventing the use of the Preliminary Offering Memorandum or the Offering

Memorandum, or any amendment or supplement thereto, or any order asserting that

any of the transactions contemplated by this Agreement are subject to the

registration requirements of the Act shall have been issued.




 




(d)           To

the best knowledge of the Issuers, as of March 28, 2003, none of the Issuers

had any material liabilities or obligations, direct or contingent, that were

not set forth in the Company’s consolidated balance sheet as of such date or in

the notes thereto set forth in the Offering Memorandum.  Since March 28, 2003, except as set forth or

contemplated in the Offering Memorandum, (a) none of the Issuers has

(1) incurred any liabilities or obligations, direct or contingent, that

would reasonably be expected to have a Material Adverse Effect, or

(2) entered into any material transaction not in the ordinary course of

business, (b) there has not been any event or development with respect to

the business or condition (financial or other) of the Issuers that, either

individually or in the aggregate, would reasonably be expected to have a

Material Adverse Effect, (c) there has been no dividend or distribution of any

kind declared, paid or made by the Company on any class of its capital stock

and (d) there has not been any material increase in the long-term debt of the

Issuers.




 




(e)           The

Initial Purchasers shall have received certificates, dated the Closing Date,

signed by two authorized officers of each of the Issuers confirming, as of the

Closing Date, to their knowledge, the matters set forth in paragraphs (a), (b),

(c) and (d) of this Section 8.




 




(f)            The

Initial Purchasers shall have received on the Closing Date an opinion dated the

Closing Date, addressed to the Initial Purchasers, of Dechert LLP, counsel to

the Company and the Guarantors, substantially in the form of Exhibit A-1

attached hereto and in form and substance reasonably satisfactory to the

Initial Purchasers and counsel to the Initial Purchasers.




 




26





























 




(g)           The

Initial Purchasers shall have received on the Closing Date an Opinion dated the

Closing Date, addressed to the Initial Purchasers, of Nauta Dutilh, Dutch

counsel to Holdings B.V., substantially in the form of Exhibit A-2

attached hereto and in form and substance reasonably satisfactory to the

Initial Purchasers and counsel to the Initial Purchasers.




 




(h)           The

Initial Purchasers shall have received on the Closing Date an opinion

(reasonably satisfactory in form and substance to the Initial Purchasers) dated

the Closing Date of Cahill Gordon & Reindel llp, counsel to the Initial Purchasers.




 




(i)            The

Initial Purchasers shall have received a “comfort letter” from Ernst &

Young, LLP, independent public accountant for the Company, dated the date of

this Agreement, addressed to the Initial Purchasers and in form and substance

reasonably satisfactory to the Initial Purchasers and counsel to the Initial

Purchasers.  In addition, the Initial Purchasers

shall have received a “bring-down comfort letter” from Ernst & Young, LLP,

dated as of the Closing Date, addressed to the Initial Purchasers and in form

and substance reasonably satisfactory to the Initial Purchasers and counsel to

the Initial Purchasers.




 




(j)            Each

of the Issuers shall have entered into the Indenture and the Initial Purchasers

shall have received copies, conformed as executed, thereof.




 




(k)           Each

of the Issuers shall have entered into the Registration Rights Agreement and

the Initial Purchasers shall have received counterparts, conformed as executed,

thereof.




 




(l)            The

Company shall have received the consent of the lenders under the Company’s

credit agreement dated as of March 15, 2002, as amended (as in effect on the

date hereof) to the Transactions.




 




(m)          All

government authorizations required in connection with the issue and sale of the

Notes as contemplated under this Agreement and the performance of the Company’s

obligations hereunder and under the Indenture and the Notes shall be in full

force and effect.




 




(n)           The

Initial Purchasers shall have been furnished with wiring instructions for the

application of the proceeds of the Original Notes in accordance with this

Agreement and such other information as they may reasonably request.




 




(o)           Cahill

Gordon & Reindel llp, counsel

to the Initial Purchasers, shall have been furnished with such documents as

they may reasonably request to enable them to review or pass upon the matters

referred to in this Section 8 and in order to




 




27





























 




evidence the accuracy,

completeness or satisfaction in all material respects of any of the

representations, warranties or conditions contained in this Agreement.




 




(p)           The Original Notes

shall be eligible for trading in Portal upon issuance.




 




(q)           All

agreements set forth in the representation letter of the Issuers to DTC relating

to the approval of the Notes by DTC for “book-entry” transfer shall have been

complied with.




 




(r)            The

tender offer and consent solicitation relating to the 2006 Notes shall have

been consummated.




 




If any of the

conditions specified in this Section 8 shall not have been fulfilled in all

material respects when and as required by this Agreement to be fulfilled (or

waived by the Initial Purchasers), this Agreement may be terminated by the

Initial Purchasers on notice to the Company at any time at or prior to the

Closing Date, and such termination shall be without liability of any party to

any other party.




 




The documents

required to be delivered by this Section 8 will be delivered at the office of

counsel for the Initial Purchasers on the Closing Date.




 




9.             Initial Purchasers’

Information.  The Issuers and

the Initial Purchasers severally acknowledge that the statements with respect

to the delivery of the Original Notes to the Initial Purchasers set forth in

the sixth, seventh, eighth and ninth paragraphs under the caption “Plan of

Distribution” in the Preliminary Offering Memorandum and the Offering

Memorandum (the “Initial Purchasers’ Information”) constitute the only

information furnished in writing by the Initial Purchasers expressly for use in

the Preliminary Offering Memorandum or the Offering Memorandum.




 




10.           Survival of

Representations and Agreements. 

All representations and warranties, covenants and agreements contained

in this Agreement, including the agreements contained in Sections 4(f) and

11(d), the indemnity agreements contained in Section 6 and the contribution

agreements contained in Section 7 shall remain operative and in full force and

effect regardless of any investigation made by or on behalf of the Initial

Purchasers or any controlling person thereof or by or on behalf of the Issuers

or any controlling person thereof, and shall survive delivery of and payment

for the Original Notes to and by the Initial Purchasers.  The agreements contained in Sections 4(f),

6, 7, 9, 10 and 11(d) shall survive the termination of this Agreement,

including pursuant to Section 11.




 




11.           Effective Date of

Agreement; Termination. 

(a)  This Agreement shall become

effective upon execution and delivery of a counterpart hereof by each of the parties

hereto.




 




28





























 




(b)           The Initial Purchasers shall have the

right to terminate this Agreement at any time prior to the Closing Date by

notice to the Company from the Initial Purchasers, without liability (other

than with respect to Sections 6 and 7) on the Initial Purchasers’ part to the

Issuers if, on or prior to such date, (i) the Issuers shall have failed,

refused or been unable to perform in any material respect any agreement on its

part to be performed under this Agreement when and as required, (ii) any

condition to the obligations of the Initial Purchasers under this Agreement to

be fulfilled by the Issuers pursuant to Section 8 is not fulfilled when and as

required, (iii) trading in securities generally on the New York Stock Exchange,

the American Stock Exchange or the Nasdaq National Market shall have been

suspended or materially limited, or minimum prices shall have been established

thereon by the Commission, or by such exchange or other regulatory body or

governmental authority having jurisdiction, (iv) a general banking moratorium

shall have been declared by federal or New York authorities, (v) there is an

outbreak or escalation of hostilities or other national or international

calamity, in any case involving the United States, on or after the date of this

Agreement, or if there has been a declaration by the United States of a

national emergency or war or other national or international calamity or crisis

(economic, political, financial or otherwise) which affects the U.S. and

international markets, making it, in the Initial Purchasers’ judgment, impracticable

to proceed with the offering or delivery of the Original Notes on the terms and

in the manner contemplated in the Offering Memorandum or (vi) there shall

have been such a material adverse change in general economic, political or

financial conditions or the effect (or potential effect if the financial

markets in the United States have not yet opened) of international conditions

on the financial markets in the United States shall be such as, in the Initial

Purchasers’ judgment, to make it inadvisable or impracticable to proceed with

the offering or delivery of the Notes on the terms and in the manner

contemplated in the Offering Memorandum.




 




(c)           Any notice of termination pursuant to

this Section 11 shall be given at the address specified in Section 12 below by

telephone, telephonic facsimile or telegraph, confirmed in writing by letter.




 




(d)           If this Agreement shall be terminated

pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Notes

provided for in this Agreement is not consummated because of any refusal,

inability or failure on the part of the Issuers to satisfy any condition to the

obligations of the Initial Purchasers set forth in this Agreement to be

satisfied on their part or because of any refusal, inability or failure on the

part of the Issuers to perform any agreement in this Agreement or comply with

any provision of this Agreement, the Issuers will, subject to demand by the

Initial Purchasers, reimburse the Initial Purchasers for all of their reasonable

out-of-pocket expenses (including the fees and expenses of the

Initial Purchasers’ counsel) incurred in connection with this Agreement.




 




(e)           If on the Closing Date any one or

more of the Initial Purchasers fails or refuses to purchase the Original Notes

which it or they have agreed to purchase hereunder on such date, and the

aggregate principal amount of the Original Notes which such defaulting 




 




29





























 




Initial Purchaser

or Initial Purchasers, as the case may be, agreed but failed or refused to

purchase is not more than 10% of the aggregate principal amount of the Original

Notes to be purchased on such date by all Initial Purchasers, each

non-defaulting Initial Purchaser shall be obligated severally, in the

proportion which the principal amount of the Original Notes set forth opposite

its name in Schedule III bears to the aggregate principal amount of the

Original Notes which all the non-defaulting Initial Purchasers, as the case may

be, have agreed to purchase, or in such other proportion as you may specify, to

purchase the Original Notes which such defaulting Initial Purchaser or Initial

Purchasers, as the case may be, agreed but failed or refused to purchase on

such date.  If on the Closing Date any

Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the

Original Notes and the aggregate principal amount of the Original Notes with

respect to which such default occurs is more than 10% of the aggregate principal

mount of the Original Notes to be purchased by all Initial Purchasers and

arrangements satisfactory to the Initial Purchasers and the Company for

purchase of such Original Notes are not made within 24 hours after such

default, this Agreement will terminate without liability on the part of any

non-defaulting Initial Purchaser and the Company.  In any such case which does not result in termination of this

Agreement, either you or the Company shall have the right to postpone the

Closing Date, but in no event for longer than five days, in order that the required

changes, if any, in the Offering Memorandum or any other documents or

arrangements may be effected.  Any

action taken under this paragraph shall not relieve any defaulting Initial

Purchaser from liability to the Issuers or any Initial Purchasers who have not

defaulted in respect of any default of any such Initial Purchaser under this

Agreement.




 




12.           Notice.  All communications with respect to or under

this Agreement, except as may be otherwise specifically provided in this

Agreement, shall be in writing and, if sent to the Initial Purchasers, shall be

mailed, delivered, or, telegraphed or telecopied and confirmed in writing to

UBS Securities LLC, 299 Park Avenue, New York, New York 10171 (telephone:  (212) 821-3000, fax number:  203-719-1075), Attention:  Syndicate Department; and if sent to the

Issuers, shall be mailed, delivered or, telegraphed or telecopied and confirmed

in writing to Euramax International, Inc., 5445 Triangle Parkway Suite 350,

Norcross, GA 30092 (telephone: (770) 449-7066, facsimile:  (770) 263-8031), Attention:  R. Scott Vansant.




 




All such

notices and communications shall be deemed to have been duly given:  when delivered by hand, if personally

delivered; five business days after being deposited in the mail, postage

prepaid, if mailed; when receipt acknowledged by telecopier machine, if

telecopied; and one business day after being timely delivered to a next-day

air courier.




 




13.           Parties.  This Agreement shall inure solely to the

benefit of, and shall be binding upon, the Initial Purchasers, the Issuers and

the controlling persons and agents referred to in Sections 6 and 7, and their

respective successors and assigns, and no other person shall have or be

construed to have any legal or equitable right, remedy or claim under or in

respect of or by virtue of this Agreement or any provision herein

contained.  The term “successors




 




30





























 




and assigns”

shall not include a purchaser, in its capacity as such, of Notes from the

Initial Purchasers.




 




14.           Construction.  This Agreement shall be construed in

accordance with the internal laws of the State of New York (without giving

effect to any provisions thereof relating to conflicts of law).




 




15.           Captions.  The captions included in this Agreement are

included solely for convenience of reference and are not to be considered a

part of this Agreement.




 




16.           Counterparts.  This Agreement may be executed in various

counterparts that together shall constitute one and the same instrument.




 




31





























 




If the

foregoing Agreement correctly sets forth the understanding among the Issuers

and the Initial Purchasers, please so indicate in the space provided below for

the purpose, whereupon this letter and your acceptance shall constitute a

binding agreement among the Issuers and the Initial Purchasers.




 




	

   


  	

  EURAMAX

  INTERNATIONAL, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ R. Scott Vansant


  
	

   


  	

   


  	

  Name: R. Scott Vansant


  
	

   


  	

   


  	

  Title: Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

  EURAMAX

  INTERNATIONAL HOLDINGS, B.V.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ S. Kirk Huddleston


  
	

   


  	

   


  	

  Name: S. Kirk Huddleston


  
	

   


  	

   


  	

  Title: Attorney in fact for Rob Dresen on behalf of Euramax European

  Holdings B.V., sole director of Euramax International Holdings B.V.


  
	

   


  	

   


  	

   


  
	

   


  	

  ON BEHALF OF

  EACH OF THE


  GUARANTORS LISTED ON


  SCHEDULE I HERETO, EXCEPT


  AMERIMAX UK, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ R. Scott Vansant


  
	

   


  	

   


  	

  Name: R. Scott Vansant


  
	

   


  	

   


  	

  Title: Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  AMERIMAX UK,

  INC., as a Guarantor


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Ian Pittendreigh


  
	

   


  	

   


  	

  Name: Ian Pittendreigh


  
	

   


  	

   


  	

  Title: Secretary/Director


  





 




 





























 




Confirmed and accepted as of


the date first above written:




 




 




	

  On behalf of the Initial Purchasers listed

  on Schedule III


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  UBS SECURITIES LLC


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Adam Reeder


  	

   


  
	

   


  	

  Name: Adam Reeder


  	

   


  
	

   


  	

  Title: Managing Director


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Patrick Curry


  	

   


  
	

   


  	

  Name: Patrick Curry


  	

   


  
	

   


  	

  Title: Director


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  BANC OF AMERICA SECURITIES LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ John McCusker


  	

   


  
	

   


  	

  Name: John McCusker


  	

   


  
	

   


  	

  Title: Principal


  	

   


  
				





 




 





























 




Schedule I




 








	

  Guarantors


  	

   


  	

  Jurisdiction of 


  Incorporation


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Building Products, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Coated Products, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Diversified Products, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Fabricated Products, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Finance Company, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Home Products, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Laminated Products, Inc.


  	

   


  	

  Indiana


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax

  Richmond Company


  	

   


  	

  Indiana


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Amerimax UK,

  Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Fabral

  Holdings, Inc.


  	

   


  	

  Delaware


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Fabral, Inc.


  	

   


  	

  Delaware


  	

   


  










 




 





























 




Schedule II




 




	

  Subsidiary


  	

   


  	

  Type of Entity


  	

   


  	

  %


  Owned by


  the Company


  	

   


  	

  Jurisdiction of Incorporation or Organization


  	

   


  
	

  Amerimax

  Building Products, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Amerimax

  Coated Products, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Amerimax

  Diversified Products, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Amerimax

  Fabricated Products, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Amerimax

  Finance Company, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Amerimax

  Home Products, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Amerimax

  Laminated Products, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Indiana


  	

   


  
	

  Amerimax

  U.K., Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Ellbee

  Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  Coated Products B.V.


  	

   


  	

  Dutch registered

  company


  	

   


  	

  100%


  	

   


  	

  Netherlands


  	

   


  
	

  Euramax

  Coated Products Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  Continental Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  Europe B.V.


  	

   


  	

  Dutch

  registered company


  	

   


  	

  100%


  	

   


  	

  Netherlands


  	

   


  
	

  Euramax

  Europe Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  European Holdings Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  European Holdings, B.V.


  	

   


  	

  Dutch

  registered company


  	

   


  	

  100%


  	

   


  	

  Netherlands


  	

   


  
	

  Euramax

  Holdings Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  Industries, S.A.


  	

   


  	

  French

  registered company


  	

   


  	

  100%


  	

   


  	

  France


  	

   


  
	

  Euramax

  International Holdings Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  International Limited


  	

   


  	

  Private

  limited company


  	

   


  	

  100%


  	

   


  	

  England and

  Wales


  	

   


  
	

  Euramax

  Netherlands B.V.


  	

   


  	

  Dutch

  registered company


  	

   


  	

  100%


  	

   


  	

  Netherlands


  	

   


  
	

  Fabral

  Holdings, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  
	

  Fabral, Inc.


  	

   


  	

  Corporation


  	

   


  	

  100%


  	

   


  	

  Delaware


  	

   


  





 




 





























 




Schedule III




 








	

  Initial

  Purchaser


  	

   


  	

  Principal Amount of


  Original Notes


  	

   


  
	

  UBS

  Securities LLC


  	

   


  	

  $


  	

  105,000,000


  	

   


  
	

  Banc of

  America Securities LLC


  	

   


  	

  $


  	

  65,000,000


  	

   


  
	

  Wachovia

  Capital Markets, LLC


  	

   


  	

  $


  	

  16,000,000


  	

   


  
	

  ABN AMRO

  Incorporated


  	

   


  	

  $


  	

  10,000,000


  	

   


  
	

  Fleet Securities,

  Inc.


  	

   


  	

  $


  	

  4,000,000


  	

   


  
	

  Total


  	

   


  	

  $


  	

  200,000,000


  	

   


  










 




 





























 




Exhibit A-1




 




FORM OF OPINION OF DECHERT LLP




 




The opinion of

Dechert LLP counsel for the Issuers (other than Holdings B.V.) (capitalized

terms not otherwise defined herein shall have the meanings provided in the Purchase

Agreement, to which this is an Exhibit), to be delivered pursuant to Section

8(f) of the Purchase Agreement shall be to the effect that:




 




(i)            Each of the Company and the Guarantors that are Delaware

corporations (the “Delaware Guarantors”) is a corporation, partnership or other

entity duly organized, validly existing and in good standing under the laws of

the state of Delaware.




 




(ii)           Each of the Company and the Delaware Guarantors has all

requisite corporate or other power and authority to execute, deliver and

perform all of its obligations under the Transaction Documents to which it is a

party and to consummate the transactions contemplated by the Transaction

Documents to be consummated on its part and, without limitation, the Company

has all requisite corporate power and authority to issue, sell and deliver the

Notes and each Delaware Guarantor has all requisite corporate or other power

and authority to execute, deliver and perform all its obligations under its

Guarantee.




 




(iii)          Each of the Company and the Delaware Guarantors has all

requisite corporate or other power and authority necessary to own its property

and carry on its business as now being conducted.




 




(iv)          The Purchase Agreement has been duly and validly

authorized, executed and delivered by each of the Company and the Delaware

Guarantors.




 




(v)           The Indenture has been duly and validly authorized by the

Company and each Delaware Guarantor and, when duly executed and delivered by

each Issuer (assuming the due authorization, execution and delivery thereof by

the Trustee and the Issuers other than the Company and the Delaware

Guarantors), will be a legal, valid and binding obligation of each of the

Issuers, enforceable against each of them in accordance with its terms, except

as the enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, fraudulent conveyance, moratorium or other similar laws

affecting the enforcement of creditors’ rights generally and by general principles

of equity (whether considered in a proceeding at law or in equity) and the

discretion of the court before which any proceeding therefor may be brought.




 





























 




(vi)          The Original Notes have been duly and validly authorized

for sale to the Initial Purchasers by the Company and, when executed and

authenticated in accordance with the provisions of the Indenture and delivered

by the Company and Holdings B.V. against payment by the Initial Purchasers in

accordance with the terms of the Purchase Agreement, the Original Notes will be

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, except as the enforcement thereof may be limited by bankruptcy,

insolvency, reorganization, fraudulent conveyance, moratorium or other similar

laws affecting the enforcement of creditors’ rights generally and by general

principles of equity (whether considered in a proceeding at law or in equity)

and the discretion of the court before which any proceeding therefor may be

brought.




 




(vii)         The Exchange Notes have been duly and validly authorized by

the Company and, when executed and authenticated in accordance with the

provisions of the Indenture and delivered by the Company and Holdings B.V. in

accordance with the terms of the Registration Rights Agreement, the Exchange

Notes will be 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, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the enforcement of creditors’ rights generally and

by general principles of equity and the discretion of the court before which

any proceeding therefor may be brought.




 




(viii)        The Guarantees have been duly and validly authorized by the

Delaware Guarantors and, when the Original Notes are executed and authenticated

in accordance with the provisions of the Indenture and delivered in accordance

with the terms of the Purchase Agreement (and assuming the due authorization by

the Guarantors other than the Delaware Guarantors), will be legal, valid and

binding obligations of the Guarantors, enforceable against each of them in

accordance with their terms, except as the enforcement thereof may be limited

by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the enforcement of creditors’ rights generally and

by general principles of equity (whether considered in a proceeding at law or

in equity) and the discretion of the court before which any proceeding therefor

may be brought.




 




(ix)           The guarantees to be endorsed on the Exchange Notes have

been duly and validly authorized by the Guarantors and, when the Exchange Notes

are executed and authenticated in accordance with the terms of the Indenture

and delivered in accordance with the terms of the Registration Rights Agreement

(and assuming the due authorization by the Guarantors other than the Delaware

Guarantors), the guarantees to be endorsed on the Exchange Notes will be legal,

valid and binding obligations of 




 




2





























 




the Guarantors enforceable against each of

them in accordance with their terms, except as the enforcement thereof may be

limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,

moratorium or other similar laws affecting the enforcement of creditors’ rights

generally and by general principles of equity (whether considered in a proceeding

at law or in equity) and the discretion of the court before which any

proceeding therefor may be brought.




 




(x)            The Registration Rights Agreement has been duly and

validly authorized by the Company and each Delaware Guarantor and, when duly

executed and delivered by the Company and each Delaware Guarantor (assuming the

due authorization, execution and delivery thereof by the Initial Purchasers and

each other Guarantor that is not a Delaware Guarantor), will constitute a

legal, valid and binding obligation of the Company and each Guarantor,

enforceable against each of them in accordance with its terms, except that

(A) the enforcement thereof may be subject to (i) bankruptcy,

insolvency, reorganization, moratorium or similar laws now or hereafter in

effect relating to the enforcement of creditors’ rights generally, and

(ii) general principles of equity (whether considered in a proceeding at

law or in equity) and the discretion of the court before which any proceeding

therefor may be brought and (B) any rights to indemnity or contribution

thereunder may be limited by federal and state securities laws and public

policy considerations.




 




(xi)           None of the execution, delivery and performance by the

Company and each Guarantor of the Transaction Documents to which they are a

party including the consummation of the offer and sale of the Original Notes

violate, conflict with or constitute a breach of any of the terms or provisions

of, or a default under (or an event that with notice or the lapse of time, or

both, would constitute a default), or require consent under, or result in the

creation or imposition of a lien, charge or encumbrance on any property or

assets of the Company or any Guarantor or an acceleration of any indebtedness

of the Company or any of the Guarantors pursuant to, (A) the charter, bylaws or

other constitutive documents of the Company or any of the Guarantors, (B)

assuming the consummation of the transactions contemplated thereby, any

agreement or instrument listed as an exhibit on the Company’s Annual Report on

Form 10-K for the fiscal year ended December 27, 2002, as such Annual Report on

Form 10-K may be amended prior to the date of such opinion, (C) any New York,

Delaware or U.S. federal law, statute, rule or regulation applicable to the

Company or such Guarantors or their respective assets or properties or

(D) any judgment, order or decree of any domestic or foreign court or

governmental agency or authority known to such counsel having jurisdiction over

the Company or such Guarantors or their respective assets or properties.




 




(xii)          No consent, approval, authorizations or other order of any

New York, Delaware or U.S. federal court or governmental or regulatory

authority or agency is 




 




3





























 




required for the Issuers’ execution, delivery

and performance of the Transaction Documents, or the issuance and delivery of

the Notes or the Exchange Notes, or consummation of the transactions

contemplated hereby and thereby and by the Offering Memorandum, except such as

may be required under state securities laws and except for the order of the

Commission declaring the Exchange Offer Registration Statement or the Shelf

Registration Statement effective.




 




(xiii)         To such counsel’s knowledge, there are no pending or

threatened actions, suits or proceedings against the Company or any Guarantor

that could materially and adversely affect the ability of the Company and the

Guarantors to perform their obligations under the Transaction Documents or that

are otherwise material in the context of the issuance and sale of the Notes.




 




(xiv)        None of the Company or any Guarantor is an “investment

company” or a company “controlled” by an “investment company” incorporated in

the United States within the meaning of the Investment Company Act of 1940, as

amended, or analogous foreign laws and regulations.




 




(xv)         No registration under the Act of the Original Notes or

qualification of the Indenture under the Trust Indenture Act is required for

the sale of the Original Notes to the Initial Purchasers as contemplated by the

Purchase Agreement or for the Exempt Resales, assuming in each case that

(A) the purchasers who buy the Original Notes in the Exempt Resales are

Eligible Purchasers and (B) the accuracy of and compliance with the

Initial Purchasers’ representations, warranties and covenants contained in

Section 5(b) of the Purchase Agreement.




 




(xvi)        Each of the Transaction Documents conforms in all material respects

to the description thereof contained in the Offering Memorandum.




 




(xvii)       The information under the caption “Principal U. S. Federal

Income Tax Considerations” in the Offering Memorandum, insofar as such

statements constitute a summary of legal matters, documents or proceedings

referred to therein, fairly present in all material respects, subject to the

assumption and limitations set forth therein, such legal matters, documents and

proceedings.




 




(xviii)      The information under the caption “Description of Other

Indebtedness” constitutes, in all material respects, an accurate summary of the

agreements referred to therein.




 




In rendering such opinion, such counsel may include qualifications and

limitations that are customary or appropriate in opinions delivered in

connection with transactions of the type contemplated by this Agreement,

including that their opinion is limited to matters governed by the Federal laws

of the United States of America, the law of the State of New 




 




4





























 




York and the

General Corporation Law of the State of Delaware.  In rendering such opinion, such counsel may rely (A) as to

matters involving the application of laws of any jurisdiction other than the

State of Delaware, the State of New York or the Federal laws of the United

States and (B) as to matters of fact, to the extent they deem proper, on

written statements or certificates of responsible officers of the Company, the

Guarantors and public officials.  References

to the Offering Memorandum in such opinion shall include any supplements

thereto at the Closing Date.




 




Such opinion shall also state that the Initial Purchasers may rely on

the opinions of Dechert LLP issued in connection with each of the other

Transaction Documents.




 




Such counsel shall also have furnished to the Initial Purchasers a

written statement addressed to the Initial Purchasers and dated the Closing

Date to the effect that such counsel has participated in the preparation of the

Offering Memorandum.  From time to time

such counsel has had discussions with officers, directors and employees of the

Company and the Subsidiaries, the independent accountants who examined the

consolidated financial statements of the Company and their subsidiaries

included in the Offering Memorandum, and the Initial Purchasers at which the

contents of the Offering Memorandum and related matters were discussed.  Such counsel has not independently verified

and is not passing upon, and does not assume responsibility for, the accuracy,

completeness or fairness (except as set forth in paragraph (xvi), (xvii) and (xviii)

above) of the information contained in the Offering Memorandum.  Based upon the participation and discussions

described above, however, no facts have come to the attention of such counsel

that cause them to believe that the Offering Memorandum (except for the

operating statistics, financial statements (including pro forma financial

statements) and the notes thereto, financial schedules, other financial,

statistical and accounting data included therein as to which such counsel may

express no view), as of its date or on the date of such written statement

included or includes any untrue statement of a material fact, or omitted or

omits to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not

misleading.




 




5





























 




Exhibit A-2




 




FORM OF OPINION OF DUTCH COUNSEL




 




The opinion

Nauta Dutilh counsel for Holdings B.V. (capitalized terms not otherwise defined

herein shall have the meanings provided in the Purchase Agreement, to which

this is an Exhibit), to be delivered pursuant to Section 8(g) of the Purchase

Agreement shall be to the effect that:




 




(i)            Holdings B.V. is a corporation, partnership or other

entity duly organized, validly existing and in good standing under the laws of

the jurisdiction of its organization.




 




(ii)           Holdings B.V. has all requisite corporate or other power

and authority to execute, deliver and perform all of its obligations under the

Transaction Documents to which it is a party and to consummate the transactions

contemplated by the Transaction Documents to be consummated on its part and,

without limitation, Holdings B.V. has all requisite corporate power and authority

to issue, sell and deliver the Notes.




 




(iii)          Holdings B.V. (a) has all requisite corporate or other

power and authority and has all governmental licenses, authorizations, consents

and approvals necessary to own its property and carry on its business as now

being conducted, and (b) is qualified to do business and is in good

standing in all jurisdictions in which the nature of the business conducted by

it makes such qualification necessary and where failure to be so qualified and

in good standing individually or in the aggregate could reasonably be expected

to have a Material Adverse Effect.




 




(iv)          The Purchase Agreement has been duly and validly

authorized, executed and delivered by Holdings B.V.




 




(v)           The Indenture has been duly and validly authorized by

Holdings B.V. and, when duly executed and delivered by the Company and each

Guarantor (assuming the due authorization, execution and delivery thereof by

the Trustee), will be a legal, valid and binding obligation of Holdings B.V.,

enforceable against it in accordance with its terms, except as the enforcement thereof

may be limited by bankruptcy, insolvency, reorganization, fraudulent

conveyance, moratorium or other similar laws affecting the enforcement of

creditors’ rights generally and by general principles of equity and the discretion

of the court before which any proceeding therefor may be brought.




 





























 




(vi)    The Original Notes have been duly and validly authorized for issuance

and sale to the Initial Purchasers by Holdings B.V. and, when issued,

authenticated and delivered by Holdings B.V. and the Company against payment by

the Initial Purchasers in accordance with the terms of the Purchase Agreement

and the Indenture, the Original Notes will be legal, valid and binding obligations

of Holdings B.V., entitled to the benefits of the Indenture and enforceable against

Holdings B.V. in accordance with their terms, except as the enforcement thereof

may be limited by bankruptcy, insolvency, reorganization, fraudulent

conveyance, moratorium or other similar laws affecting the enforcement of

creditors’ rights generally and by general principles of equity and the

discretion of the court before which any proceeding therefor may be brought.




 




(vii)   The Exchange Notes have been, duly and validly authorized for

issuance by Holdings B.V. and, when issued, authenticated and delivered by

Holdings B.V. and the Company in accordance with the terms of the Registration

Rights Agreement, the Exchange Offer and the Indenture, the Exchange Notes will

be legal, valid and binding obligations of Holdings B.V., entitled to the

benefits of the Indenture and enforceable against Holdings B.V. in accordance

with their terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the enforcement of creditors’ rights generally and

by general principles of equity and the discretion of the court before which

any proceeding therefor may be brought.




 




(viii)  The Registration Rights Agreement has been duly and validly authorized

by the Issuers and, when duly executed and delivered by Holdings B.V. and the

Company (assuming the due authorization, execution and delivery thereof by the

each of the other parties there), will constitute a legal, valid and binding

obligation of the Issuers enforceable against Holdings B.V. in accordance with

its terms, except that (A) the enforcement thereof may be subject to

(i) bankruptcy, insolvency, reorganization, moratorium or similar laws now

or hereafter in effect relating to the enforcement of creditors’ rights generally,

and (ii) general principles of equity and the discretion of the court

before which any proceeding therefor may be brought and (B) any rights to

indemnity or contribution thereunder may be limited by federal and state

securities laws and public policy considerations.




 




(ix)    Holdings B.V. is not (a) in violation of its charter, bylaws

or other constitutive documents or (b) in default (or, with notice or lapse of

time or both, would be in default) in the performance or observance of any

obligation, agreement, covenant or condition contained in any of the Agreements

and Instruments, or (c) in violation of any law, statute, rule, regulation,

judgment, order or decree of any domestic or foreign court with jurisdiction

over any of them or any of their assets or properties or other governmental or

regulatory authority, agency or other body, that, in the case of clauses 




 




2





























 




(b) and (c) herein, individually or in the

aggregate, could reasonably be expected to have a Material Adverse Effect.




 




(x)     None of the execution, delivery and performance by Holdings B.V.

of the Transaction Documents to which they are a party including the consummation

of the offer and sale of the Original Notes does or will violate, conflict with

or constitute a breach of any of the terms or provisions of, or a default under

(or an event that with notice or the lapse of time, or both, would constitute a

default), or require consent under, or result in the creation or imposition of

a lien, charge or encumbrance on any property or assets of Holdings B.V. or an

acceleration of any indebtedness of Holdings B.V. pursuant to, (A) the charter,

bylaws or other constitutive documents of Holdings B.V., (B) assuming the

consummation of the transactions contemplated thereby, any Agreement or

Instrument, (C) any law, statute, rule or regulation applicable to the Issuers

or their respective assets or properties or (D) any judgment, order or

decree of any domestic or foreign court or governmental agency or authority

having jurisdiction over Holdings B.V. or its respective assets or properties.




 




3