<PAGE>

                                                                    EXHIBIT 4.12

                                                                  Execution Copy

                               LAND O'LAKES, INC.

                                  $175,000,000

                        9% Senior Secured Notes due 2010

                               Purchase Agreement

                                                               December 12, 2003

J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

         Land O'Lakes, Inc., a Minnesota cooperative corporation (the
"Company"), proposes to issue and sell to J.P. Morgan Securities Inc. (the
"Initial Purchaser") $175,000,000 principal amount of its 9% Senior Secured
Notes due 2010 (the "Securities"). The Securities will be issued pursuant to an
Indenture to be dated as of December 23, 2003 (the "Indenture") among the
Company, each entity listed on Schedule 2 hereto (collectively, the "Subsidiary
Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), and
will be guaranteed on a senior secured basis by each of the Subsidiary
Guarantors (the "Subsidiary Guarantees").

         The Securities will be offered and sold to the Initial Purchaser
without being registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated December 7, 2003 (the
"Preliminary Offering Memorandum"), and will prepare an offering memorandum
dated the date hereof (the "Offering Memorandum") setting forth information
concerning the Company and the Securities. Copies of the Preliminary Offering
Memorandum have been, and copies of the Offering Memorandum will be, delivered
by the Company to the Initial Purchaser pursuant to the terms of this Agreement.
The Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum and the Offering Memorandum in connection with the offering
and resale of the Securities by the Initial Purchaser in accordance with the
terms and conditions of this Agreement. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Offering Memorandum.

         Holders of the Securities (including the Initial Purchaser and its
direct and indirect transferees) will be entitled to the benefits of a
Registration Rights Agreement, substantially in the form attached hereto as
Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company
and the Subsidiary Guarantors will agree to file one or more registration
statements with the Securities and Exchange Commission (the "Commission")
providing for the registration under the Securities Act of the Securities or the
Exchange Securities referred to (and as defined in) the Registration Rights
Agreement.

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         In connection with the issue and sale of the Securities, the Company
will enter into amendments (the "Credit Agreement Amendments") with respect to
(i) the Credit Agreement, dated October 11, 2001, among the Company, JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as administrative agent
and collateral agent, and the lenders party thereto, and documents related
thereto (collectively, as amended, the "Term Credit Agreement") and (ii) the
Amended and Restated Five-Year Credit Agreement dated as of October 11, 2001,
among the Company, JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as administrative agent, CoBank, ACB, as co-administrative agent and the
lenders party thereto, and documents related thereto (collectively, as amended,
the "Revolving Credit Agreement" and together with the Term Credit Agreement,
the "Credit Agreements"), in each case, permitting the issuance of the
Securities and the granting of the second priority liens on the Collateral (as
defined below). The Securities are being issued to refinance certain
indebtedness outstanding under the Credit Agreements.

         Pursuant to (I) the Lien Subordination and Intercreditor Agreement to
be dated as of the Closing Date (as defined below) among the Company, JPMorgan
Chase Bank, as collateral agent (the "Credit Facilities Collateral Agent"), the
Trustee and the Subsidiary Guarantors (the "Intercreditor Agreement"), (II) the
Second Priority Collateral Agreement to be dated as of the Closing Date among
the Company, the Subsidiary Guarantors and U.S. Bank National Association, as
collateral agent (in such capacity, the "Collateral Agent") (the "Second
Priority Collateral Agreement"), and (III) the mortgages or deeds of trust with
respect to each of the following properties: (i) Route 3, Orland, California;
(ii) 1525 E. Bardsley, Tulare, California; (iii) 400 S "M" Street, Tulare,
California; (iv) 1125 Paulson Road, Turlock, California; (v) 890 North Prairie
Industrial Parkway, Mulberry, Florida; (vi) 1711 S. 2300 East, Gooding, Idaho;
(vii) 812 First Street S., Nampa, Idaho; (viii) 2472 West State Road 28,
Frankfort, Indiana; (ix) 505 North 4th Street, Richmonds NW Industrial Park,
Richmond, Indiana; (x) 1025 190th Street, Webster City, Iowa; (xi) 223 West 63rd
Street, Shreveport, Louisiana; (xii) 11671 Hopewell Road, Hagerstown, Maryland;
(xiii) 4001 Lexington Avenue N., Arden Hills, Minnesota; (xiv) 3901 Hiawatha
Avenue South, Minneapolis, Minnesota; (xv) 206 2nd Street NE, Pine Island,
Minnesota; (xvi) 3562 Highway MM, Gray Summit, Missouri; (xvii) 173 McNess Road,
Statesville, North Carolina; (xviii) 2001 Mogadore Road, Kent, Ohio; (xix) 1111
N. Cole Street, Lima, Ohio; (xx) 635 Collins Boulevard, Orrville Industrial
Park, Orrville, Ohio; (xxi) 15840 N. Simmons Road, Portland, Oregon; (xxii) 1609
S. E. 8th Avenue, Portland, Oregon; (xxiii) 405 Park Drive, Carlisle,
Pennsylvania; (xxiv) 475 St. Johns Church Road, Harrisburg, Pennsylvania; (xxv)
1501 East 4th Street, Fort Worth, Texas; (xxvi) 1402 East Sarah Dewitt Drive,
Gonzales, Texas; (xxvii) 201 East Municipal Drive, Lubbock, Texas; (xxiii) 305
Wall Street, Denmark, Wisconsin; (xxix) 423 Main Street, Greenwood, Wisconsin;
(xxx) 927 Eighth, Kiel, Wisconsin; (xxxi) 1002 E. Washington Street, Madison,
Wisconsin; (xxxii) 306 Park Street, Spencer, Wisconsin (collectively, the
"Mortgages" and together with the Intercreditor Agreement and the Second
Priority Collateral Agreement, the "Security Documents"), the Securities and the
Subsidiary Guarantees will be, on the Closing Date, secured on a second-priority
basis (subject to Permitted Collateral Liens (as defined in the Offering
Memorandum)) by certain collateral as described in the Offering Memorandum (the
"Collateral"). The Security Documents will grant a second-priority security
interest (subject to Permitted Collateral Liens) in the Collateral for the
benefit of the Trustee, the Collateral Agent and each holder of the Securities
and the successors and assigns of the foregoing (collectively, the "Secured
Parties"). Pursuant to the Credit

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Agreements and the security documents relating thereto, the collateral agent for
the lenders under the Credit Agreements holds first-priority security interests
in the Collateral.

         The Company hereby confirms its agreement with the Initial Purchaser
concerning the purchase and resale of the Securities, as follows:

         1. Purchase and Resale of the Securities. (a) The Company agrees to
issue and sell the Securities to the Initial Purchaser as provided in this
Agreement, and the Initial Purchaser, on the basis of the representations,
warranties and agreements set forth herein and subject to the conditions set
forth herein, agrees to purchase from the Company the principal amount of
Securities set forth in Schedule 1 hereto at a price equal to 100% of the
principal amount thereof plus accrued interest, if any, from December 23, 2003
to the date of payment and delivery. In connection with the issuance and sale of
the Securities, the Company agrees to pay to the Initial Purchaser a commission
equal to 1.575% of the principal amount of Securities set forth in Schedule 1
hereto, which commission may be offset against the purchase price set forth in
the immediately preceding sentence. The Company will not be obligated to deliver
any of the Securities except upon payment for all the Securities to be purchased
as provided herein.

         (b) The Company understands that the Initial Purchaser intends to offer
the Securities for resale on the terms and subject to the conditions set forth
herein and in the Offering Memorandum. The Initial Purchaser represents,
warrants and agrees that:

                  (i) it has not solicited offers for, or offered or sold, and
         will not solicit offers for, or offer or sell, the Securities by means
         of any form of general solicitation or general advertising within the
         meaning of Rule 502(c) of Regulation D under the Securities Act
         ("Regulation D") or in any manner involving a public offering within
         the meaning of Section 4(2) of the Securities Act;

                  (ii) it has not solicited offers for, or offered or sold, and
         will not solicit offers for, or offer or sell, the Securities as part
         of their initial offering except:

                           (A) within the United States to persons whom it
                  reasonably believes to be qualified institutional buyers, as
                  defined in Rule 144A under the Securities Act ("Rule 144A") (a
                  "QIB"), in transactions pursuant to Rule 144A, and in
                  connection with each such sale, it has taken or will take
                  reasonable steps to ensure that the purchaser of the
                  Securities is aware that such sale is being made in reliance
                  on Rule 144A; or

                           (B) in accordance with the restrictions set forth in
                  Annex A hereto;

                  (iii) it is a QIB; and

                  (iv) it is purchasing the Securities pursuant to a private
         sale exempt from registration under the Securities Act.

         (c) The Initial Purchaser acknowledges and agrees that the Company and,
for purposes of the opinions to be delivered to the Initial Purchaser pursuant
to Sections 5(f) and 5(g), counsel for the Company and for the Initial
Purchaser, respectively, may rely upon the accuracy of the

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                                                                               4

representations and warranties of the Initial Purchaser and its compliance with
its agreements contained in paragraph (b) above (including Annex A hereto), and
the Initial Purchaser hereby consents to such reliance.

         (d) The Company and each of the Subsidiary Guarantors acknowledges and
agrees that the Initial Purchaser may offer and sell Securities to or through
any affiliate of the Initial Purchaser and that any such affiliate may offer and
sell Securities purchased by it to or through the Initial Purchaser.

         (e) The Initial Purchaser agrees that, prior to or essentially
simultaneously with the confirmation of sale by the Initial Purchaser to any
purchaser of the Securities purchased by the Initial Purchaser from the Company
pursuant thereto, the Initial Purchaser shall furnish to that purchaser a copy
of the Offering Memorandum (and any amendment or supplement thereto that the
Company shall have furnished to the Initial Purchaser prior to the date of such
confirmation of sale where required by applicable law).

         2. Payment and Delivery, (a) Payment for and delivery of the Securities
will be made at the offices of Faegre & Benson LLP, Minneapolis, MN at 9:00
A.M., Minneapolis time, on December 23, 2003, or at such other time on the same
or such other date, not later than the fifth Business Day thereafter, as the
Initial Purchaser and the Company may agree upon in writing. The time and date
of such payment and delivery is referred to herein as the "Closing Date". As
used herein, the term "Business Day" means any day other than a day on which
banks are permitted or required to be closed in New York City.

         (b) Payment for the Securities shall be made by wire transfer in
immediately available funds to the account specified by the Company to the
Initial Purchaser against delivery to the nominee of The Depository Trust
Company, for the account of the Initial Purchaser, of one or more global notes
representing the Securities (collectively, the "Global Note"), with any transfer
taxes payable in connection with the sale of the Securities duly paid by the
Company. The Global Note will be made available for inspection by the Initial
Purchaser not later than 12:00 P.M., Minneapolis time, on the Business Day prior
to the Closing Date.

         3. Representations and Warranties of the Company and the Subsidiary
Guarantors. The Company and the Subsidiary Guarantors jointly and severally
represent and warrant to the Initial Purchaser that:

         (a) Offering Memorandum. The Preliminary Offering Memorandum, as of its
date, did not, and the Offering Memorandum, in the form first used by the
Initial Purchaser to confirm sales of the Securities and on the Closing Date,
will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that the
Company and the Subsidiary Guarantors make no representation or warranty with
respect to any statements or omissions made in reliance upon and in conformity
with information relating to the Initial Purchaser furnished to the Company in
writing by the Initial Purchaser expressly for use in the Preliminary Offering
Memorandum and the Offering Memorandum.

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         (b) Financial Statements. The financial statements and the related
notes thereto included in the Preliminary Offering Memorandum and the Offering
Memorandum present fairly the financial position of the Company and its
Subsidiaries (as defined below), Land O'Lakes Farmland Feed LLC and its
subsidiaries, Land O'Lakes Feed Division and Agriliance, LLC and its
subsidiaries, as of the dates indicated and the results of their operations and
the changes in their cash flows for the periods specified, subject to year-end
audit adjustments in the case of interim unaudited financial statements; and
such financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis. For purposes of
this Agreement, the term "Subsidiary" means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of capital stock or other such interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by the Company, the Company and its
Subsidiaries or the Company's Subsidiaries.

         (c) No Material Adverse Change. Except as stated in the Offering
Memorandum, since the date of the most recent financial statements of the
Company included in the Offering Memorandum, (i) there has not been any change
in the capital stock or long-term debt of the Company or its Subsidiaries, or
any dividend or distribution of any kind declared, paid or made by the Company
or its Subsidiaries on any class of capital stock, or any material adverse
change, or any development involving a prospective material adverse change, in
or affecting the general affairs, business, properties, management, financial
position, stockholders' equity or results of operations of the Company and its
Subsidiaries taken as a whole; (ii) neither the Company nor any of its
Subsidiaries has entered into any transaction or agreement that is material to
the Company and Subsidiaries taken as a whole (whether or not in the ordinary
course of business) or incurred any liability or obligation, direct or
contingent, that is material to the Company and its Subsidiaries taken as a
whole (other than in the ordinary course of business); and (iii) the Company and
its Subsidiaries taken as a whole have not sustained any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or any action,
order or decree of any court or arbitrator or governmental or regulatory
authority.

         (d) Incorporation and Good Standing. The Company and each of the
Subsidiary Guarantors have been duly incorporated or organized, as the case may
be, and are validly existing as corporations or other business entities, as the
case may be, in good standing under the laws of their respective jurisdictions
of incorporation or organization, as the case may be, are duly qualified to do
business and are in good standing as foreign entities in each jurisdiction in
which their respective ownership or lease of property or the conduct of their
respective businesses requires such qualification, and have all power and
authority (corporate and other) necessary to own or hold their respective
properties and to conduct the businesses in which they are engaged, except where
the failure to be so qualified or have such power or authority does not or would
not, individually or in the aggregate, have a material adverse effect on the
general affairs, business, properties, management, financial position,
stockholders' equity or results of operations of the Company and its Subsidiary
Guarantors taken as a whole or on the performance by the Company of its
obligations under the Securities (a "Material Adverse Effect"). The Company does
not own or control, directly or indirectly, any corporation, association or
other entity other than the subsidiaries listed in Schedule 3 to this Agreement.

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         (e) Capitalization. The Company has an authorized capitalization as set
forth in the Offering Memorandum under the heading "Capitalization"; and except
as set forth in Schedule 3, all the outstanding shares of capital stock,
membership interests or other equity interests of each Subsidiary of the Company
have been duly and validly authorized and issued, are fully paid and
nonassessable and are owned directly or indirectly by the Company, free and
clear of any lien, charge, encumbrance, security interest, restriction on voting
or transfer or any other claim of any third party, other than liens granted
pursuant to the Credit Agreements, the Indenture or the Security Documents.
Schedule 3 lists the governance and economic interests of the Company in each of
its Subsidiaries.

         (f) Due Authorization. The Company and each of the Subsidiary
Guarantors had full corporate or other organizational right, power and authority
to execute and deliver each of the Credit Agreement Amendments to which they
were a party and to perform their respective obligations thereunder; the Company
and each of the Subsidiary Guarantors signatory thereto have full corporate or
other organizational right, power and authority to execute and deliver this
Agreement, the Securities, the Indenture (including each Subsidiary Guarantee
set forth therein), the Exchange Securities, the Security Documents and the
Registration Rights Agreement (collectively, together with the Credit Agreement
Amendments, the "Transaction Documents") and to perform their respective
obligations hereunder and thereunder; and all corporate or other organizational
action required to be taken for the due and proper authorization, execution and
delivery of each of the Transaction Documents and the consummation of the
transactions contemplated thereby have been duly and validly taken.

         (g) The Indenture. The Indenture has been duly authorized by the
Company and each of the Subsidiary Guarantors and, when duly executed and
delivered in accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Company and each of the
Subsidiary Guarantors enforceable against the Company and each of the Subsidiary
Guarantors in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization or similar laws now or
hereafter in effect relating to or affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability (whether
considered a proceeding in equity or at law) (collectively, the "Enforceability
Exceptions"); and on the Closing Date, the Indenture will conform in all
material respects to the requirements of the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder.

         (h) The Securities and the Guarantees. The Securities have been duly
authorized by the Company and, when duly executed, authenticated, issued and
delivered as provided in the Indenture (assuming the Indenture is a valid and
legally binding obligation of the Trustee) and paid for as provided herein, will
be duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance
with their terms, subject to the Enforceability Exceptions, and will be entitled
to the benefits of the Indenture; and the Guarantees have been duly authorized
by each of the Subsidiary Guarantors and, when the Securities have been duly
executed, authenticated, issued and delivered as provided in the Indenture
(assuming the Indenture is a valid and legally binding obligation of the
Trustee) and paid for as provided herein, will be valid and legally binding
obligations of each of the Subsidiary Guarantors, enforceable against each of
the Subsidiary

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Guarantors in accordance with their terms, subject to the Enforceability
Exceptions, and will be entitled to the benefits of the Indenture.

         (i) The Exchange Securities. On the Closing Date, the Exchange
Securities (including the related Subsidiary Guarantees) will have been duly
authorized by the Company, or by each of the Subsidiary Guarantors in the case
of the related Subsidiary Guarantees, and, when duly executed, authenticated,
issued and delivered as contemplated by the Registration Rights Agreement, will
be duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company, as issuer of the Exchange Securities, and
each of the Subsidiary Guarantors, as guarantor, enforceable against the Company
and each of the Subsidiary Guarantors, as the case may be, in accordance with
their terms, subject to the Enforceability Exceptions, and will be entitled to
the benefits of the Indenture.

         (j) Purchase and Registration Rights Agreements. This Agreement has
been duly authorized, executed and delivered by the Company and each of the
Subsidiary Guarantors; and the Registration Rights Agreement has been duly
authorized by the Company and each of the Subsidiary Guarantors and, when duly
executed and delivered in accordance with its terms by each of the parties
thereto, will constitute a valid and legally binding agreement of the Company
and each of the Subsidiary Guarantors enforceable against the Company and each
of the Subsidiary Guarantors in accordance with its terms, subject to the
Enforceability Exceptions, and except that rights to indemnity and contribution
may be limited by applicable law and public policy.

         (k) Other Transaction Documents. Each of the Security Documents and the
Credit Agreement Amendments has been, or as of the Closing Date will be, duly
authorized, executed and delivered by the Company and each of the Subsidiary
Guarantors (to the extent party thereto) and constitutes, or as of the Closing
Date will constitute, a valid and legally binding agreement of the Company and
such Subsidiary Guarantors enforceable against the Company and such Subsidiary
Guarantors in accordance with its terms, subject to the Enforceability
Exceptions.

         (1) Descriptions of Transaction Documents. On the Closing Date, each
Transaction Document will conform in all material respects to the description
thereof contained in the Preliminary Offering Memorandum and the Offering
Memorandum.

         (m) No Violation or Default. Neither the Company nor any of its
Subsidiaries is (i) in violation of its charter or by-laws (or other comparable
organizational documents); (ii) in default in any material respect, and no event
has occurred that, with notice or lapse of time or both, would constitute such a
default, in the due performance or observance of any term, covenant or condition
contained in any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is bound or to which
any of the property or assets of the Company or any of its Subsidiaries is
subject; or (iii) in violation in any material respect of any law or statute or
any judgment, order or regulation of any court or arbitrator or governmental or
regulatory authority to which it or its property or assets may be subject,
except, in the case of clauses (ii) and (iii) above, for any such default or
violation that would not, individually or in the aggregate, have a Material
Adverse Effect.

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                                                                               8

         (n) No Conflicts With Existing Instruments; No Consents Required. The
execution, delivery and performance by the Company and each of the Subsidiary
Guarantors of each of the Transaction Documents to which each is a party, the
issuance and sale of the Securities and compliance by the Company and each of
the Subsidiary Guarantors with the terms thereof and the consummation of the
transactions contemplated by the Transaction Documents will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance (except liens, charges or encumbrances created or imposed
under the Transaction Documents) upon any property or assets of the Company or
any of its Subsidiaries pursuant to, any material indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, nor will any such action result
in any violation of the provisions of the charter or by-laws of the Company or
any of its Subsidiaries or any law or statute or any judgment, order or
regulation of any court or arbitrator or governmental or regulatory authority
having jurisdiction over the Company or any of its Subsidiaries or any of their
respective properties or assets; and, assuming the accuracy of the
representations, warranties and agreements of the Initial Purchaser herein, no
consent, approval, authorization, order, registration or qualification of or
with any such court or arbitrator or governmental or regulatory authority is
required for the execution, delivery and performance by the Company and each of
the Subsidiary Guarantors of each of the Transaction Documents to which each is
a party, the issuance and sale of the Securities and compliance by the Company
and each of the Subsidiary Guarantors with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents,
except for such consents, approvals, authorizations, orders and registrations or
qualifications as may be required (i) under applicable state securities laws in
connection with the purchase and resale of the Securities by the Initial
Purchaser and (ii) with respect to the Exchange Securities under the Securities
Act and applicable state securities laws as contemplated by the Registration
Rights Agreement.

         (o) Legal Proceedings. Except as specifically described in Offering
Memorandum (or, if the Offering Memorandum is not in existence, the most recent
Preliminary Offering Memorandum), there are no legal, governmental or regulatory
investigations, actions, suits or proceedings pending or threatened to which the
Company or any of its Subsidiaries is or would be a party or to which any
property of the Company or any of its Subsidiaries is or would be the subject
that, individually or in the aggregate, if determined adversely to the Company
or any of its Subsidiaries, could reasonably be expected to have a Material
Adverse Effect; and to the knowledge of the Company and each of the Subsidiary
Guarantors, no such investigations, actions, suits or proceedings are threatened
or contemplated by any governmental or regulatory authority or threatened by
others.

         (p) Independent Accountants. KPMG LLP, who have certified certain
financial statements of the Company and its Subsidiaries, Land O'Lakes Farmland
Feed LLC and its subsidiaries, Land O'Lakes Feed Division and Agriliance, LLC
and its subsidiaries, are independent public accountants with respect to each of
the foregoing within the meaning of Rule 101 of the Code of Professional Conduct
of the American Institute of Certified Public Accountants and its
interpretations and rulings thereunder.

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         (q) Title to Real and Personal Property. The Company and its
Subsidiaries have good and marketable title in fee simple to, or have valid
rights to lease or otherwise use, all items of real and personal property that
are material to the respective businesses of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances, claims and defects and
imperfections of title except for those incurred to secure amounts outstanding
under the Credit Agreements, other than Permitted Liens (as defined in the
Offering Memorandum), and those that (i) do not materially interfere with the
use made and proposed to be made of such property by the Company and its
Subsidiaries or (ii) could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

         (r) Title to Intellectual Property. The Company and its Subsidiaries
own or possess adequate rights to use all material patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark
registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures) necessary for the conduct of their respective businesses;
and the conduct of their respective businesses will not conflict in any material
respect with, and the Company and its Subsidiaries have not received any notice
of any claim of conflict with, any such rights of others, except as could not
reasonably be expected to have Material Adverse Effect.

         (s) Investment Company Act. Neither the Company nor any of its
Subsidiaries is, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the
Preliminary Offering Memorandum and the Offering Memorandum none of them will
be, an "investment company" or an entity "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, and the
rules and regulations of the Commission thereunder (collectively, "Investment
Company Act").

         (t) Public Utility Holding Company Act. Neither the Company nor any of
its Subsidiaries is a "holding company" or a "subsidiary company" of a holding
company or an "affiliate" thereof within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         (u) Taxes. The Company and its Subsidiaries have paid all federal,
state, local and foreign taxes and filed all tax returns required to be paid or
filed through the date hereof except for taxes being contested in good faith for
which adequate reserves have been provided; and except as otherwise specifically
disclosed in the Preliminary Offering Memorandum and the Offering Memorandum,
there is no tax deficiency that has been, or could reasonably be expected to be,
asserted against the Company or any of its Subsidiaries, which had, or could
reasonably be expected to have, a Material Adverse Effect.

         (v) Licenses and Permits. The Company and its Subsidiaries possess all
licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses as described in the Preliminary Offering Memorandum and
the Offering Memorandum, except where the failure to possess or make the same
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and except as

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                                                                              10

specifically described in the Preliminary Offering Memorandum and the Offering
Memorandum, neither the Company nor any of its subsidiaries has received notice
of any revocation or modification of any such license, certificate, permit or
authorization or has any reason to believe that any such license, certificate,
permit or authorization will not be renewed in the ordinary course, except where
the revocation or modification of any such license, certificate, authorization
or permit or the failure to renew any such license, certificate, authorization
or permit could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

         (w) No Labor Disputes. No labor disturbance by or dispute with
employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company and each of the Subsidiary Guarantors, is threatened that, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

         (x) Compliance With Environmental Laws. Except as described in the
Offering Memorandum, the Company and its Subsidiaries (i) are in compliance with
any and all applicable federal, state, local and foreign laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, "Environmental Laws"), and none of them has received notice of
any outstanding violations of any Environmental Laws; (ii) have received all
permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) are in
compliance with all terms and conditions of any such permit, license or
approval, except for any such failure to comply, or to receive required permits,
licenses or approvals, as would not, individually or in the aggregate, have a
Material Adverse Effect.

         (y) Compliance With ERISA. Each employee benefit plan, within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), that is maintained, administered or contributed to by the
Company or any of its Subsidiaries for employees or former employees of the
Company and its Subsidiaries has been maintained in compliance with its terms
and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended (the "Code"). No prohibited transaction, within the meaning of Section
406 of ERISA or Section 4975 of the Code, has occurred with respect to any such
plan excluding transactions effected pursuant to a statutory or administrative
exemption. For each such plan that is subject to the funding rules of Section
412 of the Code or Section 302 of ERISA, no "accumulated funding deficiency" as
defined in Section 412 of the Code has been incurred, whether or not waived, and
the fair market value of the assets of each such plan (excluding for these
purposes accrued but unpaid contributions) exceeds the present value of all
benefits accrued under such plan determined using reasonable actuarial
assumptions, except where such deficiency or failure to exceed could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         (z) Accounting Controls. The Company and its Subsidiaries maintain
systems of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii)
access to assets is

<PAGE>

                                                                              11

permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         (aa) Insurance. The Company and its Subsidiaries have insurance
covering their respective properties, operations, personnel and businesses,
which insurance is in amounts and insures against such losses and risks as are
adequate to protect the Company and its Subsidiaries and their respective
businesses; and neither the Company nor any of its subsidiaries has (i) received
notice from any insurer or agent of such insurer that capital improvements or
other expenditures are required or necessary to be made in order to continue
such insurance or (ii) any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain
similar coverage at reasonable cost from similar insurers as may be necessary to
continue its business, except, in either case, as would not be expected to have
a Material Adverse Effect.

         (bb) No Unlawful Payments. Neither the Company nor any of its
Subsidiaries nor, to the knowledge of the Company and each of the Subsidiary
Guarantors, any director, officer, agent, employee or other person associated
with or acting on behalf of the Company or any of its Subsidiaries has (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; (iii) violated or is in violation of any
provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment.

         (cc) Margin Rules. Neither the issuance, sale and delivery of the
Securities nor the application of the proceeds thereof by the Company as
described in the Preliminary Offering Memorandum and the Offering Memorandum
will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System or any other regulation of such Board of Governors.

         (dd) Solvency. On and immediately after the Closing Date, the Company
and each of the Subsidiary Guarantors (after giving effect to the issuance of
the Securities and the other transactions related thereto as described in the
Offering Memorandum) will be Solvent. As used in this paragraph, the term
"Solvent" means, with respect to a particular date, that on such date (i) the
fair value of the assets of each of the Company and the Subsidiary Guarantors,
at a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (ii) the present fair saleable value of the property of
each of the Company and the Subsidiary Guarantors will be greater than the
amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (iii) each of the Company and the
Subsidiary Guarantors will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) each of the Company and the Subsidiary Guarantors
will not have unreasonably small capital with which to conduct the business in
which it is engaged as such business is now conducted and is proposed to be
conducted following the Closing Date.

         (ee) Patronage Payments. All claims by members for cash payments of
patronage dividends, revolvements and redemptions under applicable laws,
including bankruptcy, insolvency, receivership or similar laws now or hereafter
in effect, are claims in respect of equity

<PAGE>

                                                                              12

interests and will rank junior in right of payment to all obligations under this
Agreement, the Indenture, the Securities and the Exchange Securities.

         (ff) No Broker's Fees. Neither the Company nor any of its Subsidiaries
is a party to any contract, agreement or understanding with any person (other
than this Agreement) that would give rise to a valid claim against the Company
or any of its Subsidiaries or the Initial Purchaser for a brokerage commission,
finder's fee or like payment in connection with the offering and sale of the
Securities.

         (gg) Rule 144A Eligibility. The Securities satisfy the eligibility
requirements of Rule 144A(d)(3) under the Securities Act, and each of the
Offering Memorandum, as of its respective date, contains or will contain all the
information that, if requested by a prospective purchaser of the Securities,
would be required to be provided to such prospective purchaser pursuant to Rule
144A(d)(4) under the Securities Act.

         (hh) No Integration. Neither the Company nor any of its affiliates (as
defined in Rule 501 (b) of Regulation D) has, directly or through any agent,
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

         (ii) No General Solicitation or Directed Selling Efforts. Assuming the
accuracy of the representations and warranties of the Initial Purchaser
contained in Section l(b) (including Annex A hereto) and its compliance with its
agreements set forth therein, none of the Company or any of its affiliates or
any other person acting on its or their behalf has (i) solicited offers for, or
offered or sold, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D or in any
manner involving a public offering within the meaning of Section 4(2) of the
Securities Act or (ii) engaged in any directed selling efforts within the
meaning of Regulation S under the Securities Act ("Regulation S"), and all such
persons have complied with the offering restrictions requirement of Regulation
S.

         (jj) Securities Law Exemptions. Assuming the accuracy of the
representations and warranties of the Initial Purchaser contained in Section
l(b) (including Annex A hereto) and its compliance with its agreements set forth
therein, it is not necessary, in connection with the issuance and sale of the
Securities to the Initial Purchaser and the offer, resale and delivery of the
Securities by the Initial Purchaser in the manner contemplated by this Agreement
and the Offering Memorandum, to register the Securities under the Securities Act
or to qualify the Indenture under the Trust Indenture Act.

         (kk) No Stabilization. Neither the Company nor any of the Subsidiary
Guarantors has taken, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

         (11) Forward-Looking Statements. No forward-looking statement (within
the meaning of Section 27 A of the Securities Act and Section 21 E of the
Exchange Act) contained in the

<PAGE>

                                                                              13

Preliminary Offering Memorandum and the Offering Memorandum has been made or
reaffirmed without a reasonable basis or has been disclosed other than in good
faith.

         (mm) Security Documents Complete. The Security Documents represent all
of the collateral and guarantee agreements, security agreements, mortgages and
other similar agreements necessary to grant to the holders of the Securities a
valid security interest in the Collateral, which security interest will rank
immediately junior in priority (subject to Permitted Collateral Liens) to the
security interests in the Collateral securing the Priority Lien Obligations.

         (nn) Security Interests. On and as of the Closing Date:

                  (i) Upon execution and delivery of the Second Priority
         Collateral Agreement, delivery to the Credit Facilities Collateral
         Agent of the certificates or instruments representing or evidencing the
         Pledged Securities or other Collateral (in each case as defined in the
         Second Priority Collateral Agreement) in accordance with the Second
         Priority Collateral Agreement (or in the case of certificates or
         instruments representing or evidencing Collateral which are then in the
         possession of the Credit Facilities Collateral Agent, upon the
         execution and delivery of the Intercreditor Agreement) and, in the case
         of Collateral not constituting certificated securities or instruments,
         the filing of Uniform Commercial Code financing statements and any
         other applicable registrations in the appropriate filing offices, the
         Secured Parties will obtain a valid and perfected lien upon and
         security interest in all right, title and interest of the Company in
         such Collateral (to the extent a lien upon or security interest in such
         Collateral may be perfected by possession, by filings under the Uniform
         Commercial Code as in effect in any applicable jurisdiction or by any
         filings required with the United States Patent and Trademark Office or
         United States Copyright Office) as security for the payment and
         performance of the Obligations (as defined in the Second Priority
         Collateral Agreement), which security interest will rank immediately
         junior in priority (subject to Permitted Collateral Liens) to the
         security interests in the Collateral securing the Priority Lien
         Obligations.

                  (ii) Upon the execution and delivery of the Mortgages, the
         Mortgages will be effective to grant a legal and valid mortgage lien on
         all of the mortgagor's right, title and interest in each of the
         mortgaged properties thereunder. When the Mortgages are duly recorded
         in the proper recorders' offices or appropriate public records and the
         mortgage recording fees and taxes in respect thereof are paid and
         compliance is otherwise had with the formal requirements of state or
         local law applicable to the recording of real estate mortgages
         generally, each such Mortgage shall constitute a validly perfected and
         enforceable second-priority security interest in the related mortgaged
         property, for the ratable benefit of the Secured Parties, subject only
         to Permitted Collateral Liens and other encumbrances and exceptions to
         title expressly set forth therein and except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors' rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law).

                  (iii) The mortgaged properties under the Mortgages comply in
         all material respects with all applicable setback requirements, zoning
         codes, ordinances, laws and regulations,

<PAGE>

                                                                              14

         except where non-compliance would not, individually or in the
         aggregate, have a Material Adverse Effect.

                  (iv) There are no pending or, to the knowledge of the Company,
         threatened condemnation proceedings, lawsuits, or administrative
         actions relating to the mortgaged properties under the Mortgages which
         would have, individually or in the aggregate, a Material Adverse
         Effect.

         (oo) Accounts. Neither the Company nor any of the Subsidiary Guarantors
holds any Accounts with respect to which the Collateral Agent will not hold a
perfected Pari Passu Lien on the Closing Date, other than such Accounts, if any,
in which the Credit Facilities Secured Parties (as defined in the Intercreditor
Agreement) do not or will not hold Priority Liens.

         (pp) Inventory. Neither the Company nor any of the Subsidiary
Guarantors maintains any Inventory (as defined in the Second Priority Collateral
Agreement) with respect to which the Collateral Agent will not hold a perfected
Pari Passu Lien on the Closing Date, other than such Inventory, if any, in which
the Credit Facilities Secured Parties do not or will not hold Priority Liens.

         (qq) Perfection Certificate. None of the Perfection Certificate (as
defined in the Indenture) or any other written information relating to the
Collateral delivered after the date hereof by or on behalf of the Company or any
Subsidiary Guarantor to the Collateral Agent or the Trustee pursuant to any
provision of the Indenture or any Security Document is or will be incorrect when
delivered in any respect material to the rights or interests of the holders of
the Securities.

         (rr) Recording of Intellectual Property. Except where the failure to do
so would not have a Material Adverse Effect, each of the Company and the
Subsidiary Guarantors has filed with the United States Patent and Trademark
Office for registration or recordation, as applicable, (A) a completed
application for the registration of each trademark and patent owned by it which
is material to the business of the Company or such Subsidiary Guarantor and (B)
an appropriate assignment to the Company or any of the Subsidiary Guarantors of
the interest acquired by it in any trademark and patent.

         4. Further Agreements of the Company and the Subsidiary Guarantors. The
Company and each of the Subsidiary Guarantors jointly and severally covenant and
agree with the Initial Purchaser that:

         (a) Delivery of Copies. The Company will deliver to the Initial
Purchaser as many copies of the Preliminary Offering Memorandum and the Offering
Memorandum (including all amendments and supplements thereto) as the Initial
Purchaser may reasonably request.

         (b) Amendments or Supplements. Before distributing any amendment or
supplement to the Preliminary Offering Memorandum or the Offering Memorandum,
the Company will furnish to the Initial Purchaser a copy of the proposed
amendment or supplement for review and will not distribute any such proposed
amendment or supplement to which the Initial Purchaser reasonably objects by
notice to the Company after a reasonable period to review.

<PAGE>

                                                                              15

         (c) Notice to the Initial Purchaser. The Company will advise the
Initial Purchaser promptly, and, if requested, confirm such advice in writing,
(i) of the issuance by any governmental or regulatory authority of any order
preventing or suspending the use of the Preliminary Offering Memorandum or the
Offering Memorandum or the initiation or threatening of any proceeding for that
purpose; (ii) of the occurrence of any event at any time prior to the completion
of the initial offering of the Securities by the Initial Purchaser as a result
of which the Offering Memorandum as then amended or supplemented would include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing when the Offering Memorandum is delivered to a purchaser,
not misleading; and (iii) of the receipt by the Company of any notice with
respect to any suspension of the qualification of the Securities for offer and
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and the Company will use its reasonable best efforts to prevent
the issuance of any such order preventing or suspending the use of the
Preliminary Offering Memorandum or the Offering Memorandum or suspending any
such qualification of the Securities and, if issued, to obtain as soon as
possible the withdrawal thereof.

         (d) Ongoing Compliance of the Offering Memorandum. If at any time prior
to the completion of the initial offering of the Securities by the Initial
Purchaser (i) any event shall occur or condition shall exist as a result of
which it is necessary to amend or supplement the Offering Memorandum in order to
make the statements therein, in the light of the circumstances when the Offering
Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary
to amend or supplement the Offering Memorandum to comply with law, the Company
will immediately notify the Initial Purchaser thereof and forthwith prepare and,
subject to paragraph (b) above, furnish to the Initial Purchaser such amendments
or supplements to the Offering Memorandum as may be necessary so that the
statements in the Offering Memorandum as so amended or supplemented will not, in
the light of the circumstances existing when the Offering Memorandum is
delivered to a purchaser, be misleading or so that the Offering Memorandum will
comply with law.

         (e) Blue Sky Compliance. The Company will cooperate with the Initial
Purchaser to qualify the Securities for offer and sale under the securities or
Blue Sky laws of such jurisdictions as the Initial Purchaser shall reasonably
request and will continue such qualifications in effect so long as may be
reasonably required for the offering and resale of the Securities; provided that
neither the Company nor any of its Subsidiaries shall be required to qualify as
a foreign corporation or to file a general consent to service of process in any
jurisdiction or subject themselves to taxation in respect of doing business in
any jurisdiction.

         (i) Clear Market. During the period from the date hereof through and
including the date that is 90 days after the Closing Date, the Company and each
of the Subsidiary Guarantors will not, without the prior written consent of the
Initial Purchaser, offer, sell, contract to sell or otherwise dispose of any
debt securities similar to the Securities issued or guaranteed by the Company or
any of the Subsidiary Guarantors.

         (g) Use of Proceeds. The Company will apply the net proceeds from the
sale of the Securities as described in the Offering Memorandum.

<PAGE>

                                                                              16

         (h) Supplying Information. For so long as the Securities remain
outstanding and are "restricted securities" within the meaning of Rule 144(a)(3)
under the Securities Act, the Company will furnish to holders of the Securities
and prospective purchasers of the Securities designated by such holders, upon
the request of such holders or such prospective purchasers, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act,
unless the Company is then subject to and in compliance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         (i) PORTAL and DTC. The Company will assist the Initial Purchaser in
arranging for the Securities to be designated Private Offerings, Resales and
Trading through Automated Linkages ("PORTAL") Market securities in accordance
with the rules and regulations adopted by the National Association of Securities
Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the
Securities to be eligible for clearance and settlement through The Depository
Trust Company ("DTC").

         (j) No Resales by the Company. Until the issuance of the Exchange
Securities or the effectiveness of the Shelf Registration Statement (as defined
in the Registration Rights Agreement), as the case may be, the Company will not,
and will not permit any of its affiliates (as defined in Rule 144 under the
Securities Act) to, resell any of the Securities that have been acquired by any
of them, except for Securities purchased by the Company or any of its affiliates
and resold in a transaction registered under the Securities Act.

         (k) No Integration. Neither the Company nor any of its affiliates will,
directly or through any agent, sell, offer for sale, solicit offers to buy or
otherwise negotiate in respect of, any security (as defined in the Securities
Act), that is or will be integrated with the sale of the Securities in a manner
that would require registration of the Securities under the Securities Act.

         (1) No General Solicitation or Directed Selling Efforts. None of the
Company or any of its affiliates or any other person acting on its or their
behalf will (i) solicit offers for, or offer or sell, the Securities by means of
any form of general solicitation or general advertising within the meaning of
Rule 502(c) of Regulation D or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed
selling efforts within the meaning of Regulation S, and all such persons will
comply with the offering restrictions requirement of Regulation S.

         (m) No Stabilization. In connection with the offering of the
Securities, until the Initial Purchaser has notified the Company of completion
of the resale of the Securities, neither the Company nor any of the Subsidiary
Guarantors will take, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

         5. Conditions of Initial Purchaser's Obligations. The obligation of the
Initial Purchaser to purchase Securities on the Closing Date as provided herein
is subject to the performance by the Company and each of the Subsidiary
Guarantors of their respective obligations hereunder and to the following
additional conditions:

<PAGE>

                                                                              17

         (a) Representations and Warranties. The representations and warranties
of the Company and the Subsidiary Guarantors contained herein shall be true and
correct on the date hereof and on and as of the Closing Date; the statements of
the Company, the Subsidiary Guarantors and their respective officers made in any
certificates delivered pursuant to this Agreement shall be true and correct on
and as of the Closing Date; and the Company and the Subsidiary Guarantors shall
have complied with all agreements and all conditions to be performed or
satisfied on their part hereunder at or prior to the Closing Date.

         (b) No Downgrading. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the rating accorded the
Securities or any other debt securities or preferred stock issued or guaranteed
by the Company or any of the Subsidiary Guarantors by any "nationally recognized
statistical rating organization", as such term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such
organization shall have publicly announced that it has under surveillance or
review (other than an announcement with positive implications of a possible
upgrading) its rating of the Securities or of any other debt securities or
preferred stock issued or guaranteed by the Company.

         (c) No Material Adverse Change. Subsequent to the execution and
delivery of this Agreement, no event or condition of a type described in Section
3(c) hereof shall have occurred or shall exist, which event or condition is not
described in the Offering Memorandum and the effect of which in the reasonable
judgment of the Initial Purchaser is so material and adverse as to make it
impracticable or inadvisable to proceed with the offering, resale and delivery
of the Securities on the Closing Date on the terms and in the manner
contemplated by this Agreement and the Offering Memorandum.

         (d) Officer's Certificate. The Initial Purchaser shall have received on
and as of the Closing Date a certificate of an executive officer of the Company
and of each Subsidiary Guarantor who has specific knowledge of the Company's or
such Subsidiary Guarantor's financial matters and is reasonably satisfactory to
the Initial Purchaser to the effect set forth in paragraphs (a) through (c)
above.

         (e) Comfort Letters. On the date of this Agreement and on the Closing
Date, KPMG LLP shall have furnished to the Initial Purchaser, at the request of
the Company, letters, dated the respective dates of delivery thereof and
addressed to the Initial Purchaser, in form and substance reasonably
satisfactory to the Initial Purchaser, containing statements and information of
the type customarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained in the Preliminary Offering Memorandum and the Offering Memorandum.

         (i) Opinion of Counsel for the Company, (i) Faegre & Benson LLP,
counsel for the Company, and John Rebane, Esq., General Counsel of the Company,
shall have furnished to the Initial Purchaser, at the request of the Company,
their written opinion, dated the Closing Date and addressed to the Initial
Purchaser, in the form attached hereto as Exhibit B-1 and B-2, respectively, and
(ii) each of the following legal counsel shall have furnished to the Initial
Purchaser its respective written opinion, as special counsel to the Company,
addressed to the Initial Purchaser and dated the Closing Date, in the form
attached hereto as Exhibit C: (A) Allen, Matkins, Leck, Gamble & Mallory,
special California counsel; (B) Fowler, White, Gillen,

<PAGE>

                                                                              18

Boggs, Villareal and Banker, special Florida counsel; (C) Hawley, Troxell, Ennis
& Hawley, special Idaho counsel; (D) Ice Miller, special Indiana counsel; (E)
Faegre & Benson LLP, special Iowa and Minnesota counsel; (F) Phelps Dunbar LLP,
special Louisiana counsel; (G) Ballard Spahr Andrews & Ingersoll, LLP, special
Maryland counsel; (H) Armstrong Teasdale LLP, special Missouri counsel; (I)
Robinson Bradshaw & Hinson, special North Carolina counsel; (J) Thompson Hine
LLP, special Ohio counsel; (K) Dunn, Carney, Allen, Higgins & Tongue, special
Oregon counsel; (L) Montgomery, McCracken, Walker & Rhoads LLP, special
Pennsylvania counsel; (M) Baker Botts LLP, special Texas counsel; (N) Quarles &
Brady LLP, special Wisconsin counsel.

         (g) Opinion of Counsel for the Initial Purchaser. The Initial Purchaser
shall have received on and as of the Closing Date an opinion of Cravath, Swaine
& Moore LLP, counsel for the Initial Purchaser, with respect to such matters as
the Initial Purchaser may reasonably request, and such counsel shall have
received such documents and information as they may reasonably request to enable
them to pass upon such matters.

         (h) No Legal Impediment to Issuance. No action shall have been taken
and no statute, rule, regulation or order shall have been enacted, adopted or
issued by any governmental or regulatory authority that would, as of the Closing
Date, prevent the issuance or sale of the Securities; and no injunction or order
of any federal, state or foreign court shall have been issued that would, as of
the Closing Date, prevent the issuance or sale of the Securities.

         (i) Good Standing. The Initial Purchaser shall have received
satisfactory evidence of the good standing of the Company and its Subsidiary
Guarantors in their respective jurisdictions of incorporation and their good
standing as foreign corporations in such other jurisdictions as the Initial
Purchaser may reasonably request, in each case in writing or any standard form
of telecommunication, from the appropriate governmental authorities of such
jurisdictions.

         (j) Registration Rights Agreement. The Initial Purchaser shall have
received a counterpart of the Registration Rights Agreement that shall have been
executed and delivered by a duly authorized officer of the Company and each of
the Subsidiary Guarantors.

         (k) PORTAL and DTC. The Securities shall have been approved by the NASD
for trading in the PORTAL Market and shall be eligible for clearance and
settlement through DTC.

         (l) Additional Documents. On or prior to the Closing Date, the Company
and the Subsidiary Guarantors shall have furnished to the Initial Purchaser such
further certificates and documents as the Initial Purchaser may reasonably
request and are customary.

         (m) The Credit Facility Amendment. The Credit Agreement Amendments
shall be effective on substantially the terms described in the Offering
Memorandum and the Initial Purchaser shall have received true and correct copies
of the fully-executed Credit Agreement Amendments.

         (n) Perfection Certificate. The Initial Purchaser shall have received a
completed Perfection Certificate dated the Closing Date and signed by a
financial officer of the Company, together with all attachments contemplated
thereby.

<PAGE>

                                                                              19

         (o) Personal Property and Intellectual Property. All Uniform Commercial
Code and other personal property security financing statements and recordations
with the United States Patent and Trademark Office and the United States
Copyright Office, as the case may be, required by law or reasonably requested by
the Collateral Agent to be filed or recorded to perfect the liens intended to be
created on substantially all of the Collateral (to the extent such liens may be
perfected by filings under the Uniform Commercial Code or other personal
property security legislation, as the case may be, as in effect in any
applicable jurisdiction or by filings with the United States Patent and
Trademark Office or the United States Copyright Office, as the case may be)
shall have been filed or recorded or delivered to the Collateral Agent for
filing or recording.

         (p) Lien Searches. On or prior to the Closing Date, the Initial
Purchaser shall have received the results of lien searches, conducted by a
search service reasonably satisfactory to the Initial Purchaser, and the Initial
Purchaser shall be satisfied that no liens are outstanding on the property or
assets of the Company and the Subsidiary Guarantors, other than any such liens
(i) which constitute Permitted Collateral Liens or (ii) as to which the Initial
Purchaser has received evidence reasonably satisfactory to it of the termination
of such liens.

         (q) Mortgage. The Initial Purchaser shall have received in respect of
the Mortgages delivered pursuant to Section 3(nn), a mortgagee's title policy of
title insurance or marked-up title commitment for such insurance. Such policy or
title commitment shall (i) be in an amount equal to the amount of title
insurance coverage already provided to the lenders under the Credit Agreements
in respect of their security interest in the properties covered by such
Mortgages; (ii) insure that the Mortgages insured thereby create a valid second
lien on the property covered by such Mortgage (subject to Permitted Collateral
Liens), free and clear of all liens, defects and encumbrances other than
Permitted Collateral Liens; (iii) name the Collateral Agent, for the benefit of
the holders of the Securities, as the insured thereunder; (iv) be in the form of
ALTA Loan Policy-1992; and (v) contain such endorsements and effective coverage
as contained in the title insurance policies delivered in connection with the
Credit Agreements.

         (r) Security Documents. On or prior to the Closing Date, a copy of each
of the duly executed Security Documents shall have been delivered to the Initial
Purchaser.

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

<PAGE>

                                                                              20

         6. Indemnification and Contribution, (a) Indemnification of the Initial
Purchaser. The Company and each of the Subsidiary Guarantors jointly and
severally agree to indemnify and hold harmless the Initial Purchaser, its
respective directors, officers, employees and agents, its affiliates and each
person, if any, who controls the Initial Purchaser within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation,
legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted), joint or several, caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or
supplement thereto), or caused by any omission or alleged omission to state
therein a material fact or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to the Initial
Purchaser furnished to the Company in writing by the Initial Purchaser expressly
for use therein; provided, that with respect to any such untrue statement in or
omission from the Preliminary Offering Memorandum, the indemnity agreement
contained in this paragraph (a) shall not inure to the benefit of the Initial
Purchaser to the extent that the sale to the person asserting any such loss,
claim, damage or liability was an initial resale by the Initial Purchaser and
any such loss, claim, damage or liability of or with respect to the Initial
Purchaser results from the fact that both (i) a copy of the Offering Memorandum
was not sent or given to such person at or prior to the written confirmation of
the sale of such Securities to such person and (ii) the untrue statement in or
omission from such Preliminary Offering Memorandum was corrected in the Offering
Memorandum unless, in either case, such failure to deliver the Offering
Memorandum was a result of non-compliance by the Company with the provisions of
Section 4 hereof.

         (b) Indemnification of the Company. The Initial Purchaser agrees to
indemnify and hold harmless the Company, each of the Subsidiary Guarantors their
respective directors, officers, employees and agents, and each person, if any,
who controls the Company or any of the Subsidiary Guarantors within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the indemnity set forth in paragraph (a) above, but only with
respect to any losses, claims, damages or liabilities (including, without
limitation, legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted) caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to the Initial Purchaser furnished to
the Company in writing by the Initial Purchaser expressly for use in the
Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or
supplement thereto).

         (c) Notice and Procedures. If any suit, action, proceeding (including
any governmental or regulatory investigation), claim or demand shall be brought
or asserted against any person in respect of which indemnification may be sought
pursuant to either paragraph (a) or (b) above, such person (the "Indemnified
Person") shall promptly notify the person against whom such indemnification may
be sought (the "Indemnifying Person") in writing; provided that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it
may have under this Section 6 except to the extent that it has been materially
prejudiced (through the forfeiture of

<PAGE>

                                                                              21

substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under this
Section 6. If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof,
the Indemnifying Person shall be entitled to participate therein and, to the
extent that it wishes, jointly with any other Indemnifying Person similarly
notified, to assume the defense of such proceeding and retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section 6 that the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed in writing to the contrary; (ii) the Indemnifying Person has
failed within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded
(based upon the advice of counsel to the Indemnified Party) that there may be
legal defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them (based upon the advice of counsel to the Indemnified Party). It is
understood and agreed that the Indemnifying Person shall not, in connection with
any proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Initial
Purchaser, its directors, officers, employees, agents and affiliates and any
control persons of the Initial Purchaser shall be designated in writing by the
Initial Purchaser and any such separate firm for the Company, the Subsidiary
Guarantors, their respective directors, officers, employees and agents and any
control persons of the Company and the Subsidiary Guarantors shall be designated
in writing by the Company. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. No Indemnifying
Person shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement includes an
unconditional release of such Indemnified Person from all liability on claims
that are the subject matter of such proceeding.

         (d) Contribution. If the indemnification provided for in paragraphs (a)
and (b) above is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Subsidiary Guarantors on the one hand
and the Initial Purchaser on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in

<PAGE>

                                                                              22

such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and the
Subsidiary Guarantors on the one hand and the Initial Purchaser on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Subsidiary
Guarantors on the one hand and the Initial Purchaser on the other shall be
deemed to be in the same respective proportions as the net proceeds (before
deducting expenses) received by the Company and the Subsidiary Guarantors from
the sale of the Securities and the total discounts and commissions received by
the Initial Purchaser in connection therewith, as provided in this Agreement,
bear to the total gross proceeds from the sale of the Securities under this
Agreement. For purposes of this paragraph (d), each director, officer, employee
and agent of the Company and the Subsidiary Guarantors and each person, if any,
who controls the Company or any of the Subsidiary Guarantors within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Company and the Subsidiary Guarantors.
The relative fault of the Company and the Subsidiary Guarantors on the one hand
and the Initial Purchaser on the other 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 Company or any Subsidiary Guarantor or by the
Initial Purchaser and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

         (e) Limitation on Liability. The Company, the Subsidiary Guarantors and
the Initial Purchaser agree that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any out-of-pocket legal or other expenses
reasonably incurred by such Indemnified Person in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6, in no event shall the Initial Purchaser be required to contribute any
amount in excess of the amount by which the total discounts and commissions
received by the Initial Purchaser with respect to the offering of the Securities
exceeds the amount of any damages that the Initial Purchaser has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11 (f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

         (f) Non-Exclusive Remedies. The remedies provided for in this Section 6
are not exclusive and shall not limit any rights or remedies that may otherwise
be available to any Indemnified Person at law or in equity.

         7. Termination. This Agreement may be terminated in the absolute
discretion of the Initial Purchaser, by notice to the Company, if after the
execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on or by any
of the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market; (ii) trading of any securities issued or guaranteed by
the Company or any of the Subsidiary Guarantors shall have been suspended on any
exchange or in any over-the-

<PAGE>

                                                                              23

counter market; (iii) a general moratorium on commercial banking activities
shall have been declared by federal or New York State authorities; or (iv) there
shall have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis, either within or outside the United
States, that in the judgment of the Initial Purchaser is material and adverse
and makes it impracticable or inadvisable to proceed with the offer, sale or
delivery of the Securities on the terms and in the manner contemplated by this
Agreement and the Offering Memorandum.

         8. [Intentionally Omitted.]

         9. Payment of Expenses, (a) Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement is terminated,
the Company and each of the Subsidiary Guarantors jointly and severally agree to
pay or cause to be paid all costs and expenses incident to the performance of
their respective obligations hereunder, including without limitation, (i) the
costs incident to the authorization, issuance, sale, preparation and delivery of
the Securities and any taxes payable in that connection; (ii) the costs incident
to the preparation and printing of the Preliminary Offering Memorandum and the
Offering Memorandum (including any amendment or supplement thereto) and the
distribution thereof to the Initial Purchaser; (iii) the costs of reproducing
and distributing each of the Transaction Documents; (iv) the fees and expenses
of the Company's and the Subsidiary Guarantors' counsel and independent
accountants; (v) the fees and expenses incurred in connection with the
registration or qualification and determination of eligibility for investment of
the Securities under the laws of such jurisdictions as the Initial Purchaser may
designate and the preparation, printing and distribution of a Blue Sky
Memorandum (including the related fees and expenses of counsel for the Initial
Purchaser); (vi) any fees charged by rating agencies for rating the Securities;
(vii) the fees and expenses of the Trustee and any paying agent (including
related fees and expenses of any counsel to such parties); (viii) all expenses
and application fees incurred in connection with the application for the
inclusion of the Securities on the PORTAL Market and the approval of the
Securities for book-entry transfer by DTC; (ix) the costs incident to perfecting
the security interests in the Collateral required pursuant to the Indenture and
the Security Documents (including, without limitation, the fees and expenses of
local counsel and any search, filing or registration fees) and (x) all expenses
incurred by the Company in connection with any "road show" presentation to
potential investors.

         (b) If (i) this Agreement is terminated pursuant to Section 7, (ii) the
Company for any reason fails to tender the Securities for delivery to the
Initial Purchaser or (iii) the Initial Purchaser declines to purchase the
Securities for any reason permitted under this Agreement, the Company and each
of the Subsidiary Guarantors jointly and severally agrees to reimburse the
Initial Purchaser for all out-of-pocket costs and expenses (including the
reasonable fees and expenses its counsel) reasonably incurred by the Initial
Purchaser in connection with this Agreement and the offering contemplated
hereby.

         10. Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the Company, the Subsidiary
Guarantors and any controlling persons referred to herein, the Initial
Purchaser, its respective affiliates and any controlling persons referred to
herein, and their respective successors. Nothing in this Agreement is intended
or shall be construed to give any other person any legal or equitable right,
remedy or claim under or in

<PAGE>

                                                                              24

respect of this Agreement or any provision contained herein. No purchaser of
Securities from the Initial Purchaser shall be deemed to be a successor merely
by reason of such purchase.

         11. Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company, the Subsidiary
Guarantors and the Initial Purchaser contained in this Agreement or made by or
on behalf of the Company, the Subsidiary Guarantors or the Initial Purchaser
pursuant to this Agreement or any certificate delivered pursuant hereto shall
survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination of this Agreement or any
investigation made by or on behalf of the Company, the Subsidiary Guarantors or
the Initial Purchaser.

         12. Initial Purchaser's Information. The Company, the Subsidiary
Guarantors and the Initial Purchaser acknowledge and agree that the only
information relating to the Initial Purchaser that has been furnished to the
Company in writing by the Initial Purchaser expressly for use in the Preliminary
Offering Memorandum and the Offering Memorandum (or any amendment or supplement
thereto) consists of the following: (i) the last paragraph on the front cover
page concerning the terms of the offering by the Initial Purchaser, and (ii) the
statements concerning the Initial Purchaser contained in the third paragraph,
the fifth and sixth sentences of the eighth paragraph and the tenth paragraph
under the heading "Plan of distribution".

         13. [Intentionally Omitted.]

         14. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted and
confirmed by any standard form of telecommunication. Notices to the Initial
Purchaser shall be given to J.P. Morgan Securities Inc., 270 Park Avenue, New
York, New York 10017 (fax: (212) 270-0994; Attention: Pierre Maman. Notices to
the Company and the Subsidiary Guarantors shall be given to them at Land
O'Lakes, Inc., 4001 Lexington Avenue, Arden Hills, Minnesota 55440, (fax: (651)
481- 2509); Attention: Dan Knudson (with a copy to John Rebane (fax: (651)
481-2832).

         (a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         (b) Counterparts. This Agreement may be signed in counterparts (which
may include counterparts delivered by any standard form of telecommunication),
each of which shall be an original and all of which together shall constitute
one and the same instrument.

         (c) Amendments or Waivers. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.

         (d) Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

<PAGE>

                                                                              25

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         LAND O'LAKES, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              26

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         ACS STORES, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              27

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         ADVANCED BUSINESS CONCEPTS
                                         INTERNATIONAL, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              28

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         AG2AG, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              29

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         AGRICULTURAL INDEMNITY
                                         INSURANCE COMPANY,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              30

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         ALLIANCE MILK PRODUCTS, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              31

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         AMERICA'S COUNTRY STORES
                                         HOLDINGS, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              32

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         AMERICA'S COUNTRY STORES, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              33

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         DIAMOND CROSS, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              34

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         FMR, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              35

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         FORAGE GENETICS, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              36

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         GOLDEN STATE FEEDS, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              37

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         GOLDEN VALLEY DAIRY PRODUCTS,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              38

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         L.L. OLDS SEED COMPANY,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              39

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         LAND O'LAKES FARMLAND FEED
                                         LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              40

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         LAND O'LAKES HOLDINGS, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              41

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         LAND O'LAKES INTERNATIONAL
                                         DEVELOPMENT CORPORATION,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              42

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         LOL HOLDINGS II, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              43

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         LOL POWER, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              44

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         MILK PRODUCTS, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              45

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         NORTH COAST FERTILIZER II, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              46

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         NORTHWEST FOOD PRODUCTS
                                         COMPANY, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              47

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         NORTHWEST FOOD PRODUCTS
                                         TRANSPORTATION, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              48

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         NUTRA-BLEND, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              49

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         PMI NUTRITION, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>
                                                                              50

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         PMI AGRICULTURE, L.L.C.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              51

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         PMI NUTRITION INTERNATIONAL,
                                         LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              52

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         PURINA MILLS, LLC, by

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              53

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         QC, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              54

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                          QC HOLDINGS INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              55

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         QC INDUSTRIES, INC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              56

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         REALTY LOL, INC.,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              57

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         RESEARCH SEEDS, INC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              58

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         SEEDS, RESEARCH  INC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              59

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

                                         Very truly yours,

                                         THOMAS PRODUCTS, LLC,

                                             by
                                                 _______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                              60

If the foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided below.

Accepted: December 12, 2003

J.P. MORGAN SECURITIES INC.

    by

     ______________________________
          Authorized Sinnatory


<PAGE>

                                                                              61

                                                                      Schedule 1

<TABLE>
<CAPTION>
        Initial Purchaser                               Principal Amount
        -----------------                               ----------------
<S>                                                     <C>
J.P. Morgan Securities Inc.                              $ 175,000,000

                                                         -------------
Total                                                    $ 175,000,000
</TABLE>
<PAGE>

                                                                      Schedule 2

Subsidiary Guarantors

ACS Stores, LLC
Advanced Business Concepts International, LLC
AG2AG, LLC
Agricultural Indemnity Insurance Company
Alliance Milk Products, LLC
America's Country Stores Holdings, LLC
America's Country Stores, LLC
Diamond Cross, LLC
FMR, Inc.
Forage Genetics, Inc.
Golden State Feeds, LLC
Golden Valley Dairy Products
L.L. Olds Seed Company
Land O' Lakes Farmland Feed LLC
Land O'Lakes Holdings, Inc.
Land O'Lakes International Development Corporation
LOL Holdings II, Inc.
LOL Power, LLC
Milk Products, LLC
North Coast Fertilizer II, Inc.
Northwest Food Products Company, Inc.
Northwest Food Products Transportation LLC
Nutra-Blend, LLC
PMI Nutrition, LLC
PMI Agriculture, L.L.C.
PMI Nutrition International, LLC
Purina Mills, LLC
QC, Inc.
QC Holdings Inc.
QC Industries, Inc.
Realty LOL, Inc.
Research Seeds, Inc.
Seed Research, Inc.
Thomas Products, LLC
<PAGE>
                                                                      Schedule 3

<TABLE>
<CAPTION>
         Subsidiary                       Governance Interest               Economic Interest
         ----------                       -------------------               -----------------
<S>                                     <C>                             <C>
ACS STORES, LLC                                  100%PM                         100% PM
ADVANCED BUSINESS CONCEPTS                      100%LOL                         100% LOL
INTERNATIONAL, LLC
ADVANCED FOODS PRODUCTS, LLC                    35% LOL                         35% LOL
AG2AG, LLC                                      100%LOL                         100% LOL
AGLAND-LAND O'LAKES FEED, LLC                  50% LOLFLF                      50% LOLFLF
AGRONOMY COMPANY OF CANADA,                     50% LOL                         50% LOL
LTD.
AGRICULTURAL INDEMNITY INSURANCE                100% LOL                        100% LOL
COMPANY
AGRILIANCE LLC                                  50% LOL                         50% LOL
ALLIANCE MILK PRODUCTS, LLC                90% LOLFLF; 10% PM              90% LOLFLF; 10% PM
AMERICA'S COUNTRY STORES                         100%PM                          100%PM
HOLDINGS, LLC
AMERICA'S COUNTRY STORES, LLC            100% America's Country          100% America's Country
                                          Stores Holdings, LLC            Stores Holdings, LLC
CALVA PRODUCTS CO, INC.                         75% LOL                         75% LOL
CALVATOLIQUID LLC                          50% Calva Products              50% Calva Products
CHEESE & PROTEIN INTERNATIONAL,                95.9% LOL                       95.9% LOL
LLC
COLCHESTER FOODS, INC.                         100% Moark                      100% Moark
COTTONSEED, LLC                                35% LOLFLF                      35% LOLFLF
COUNTRYSIDE FEED, LLC                         4.5% LOLFLF                     4.5% LOLFLF
CUTLER AT ABBEVILLE, L.L.C.                    100% Moark                      100% Moark
CUTLER AT PHILADELPHIA, L.L.C.                 100% Moark                      100% Moark
DAIRY LLC                                      10.5% LOL                       10.5% LOL
DAKOTALANDS FEEDS, LLC                         44% LOLFLF                      44% LOLFLF
DELTA EGG FARM, INC.                      50% Sunbest Foods of            50% Sunbest Foods of
                                               Iowa, Inc.                      Iowa, Inc.
DIAMOND CROSS, LLC                            100% LOLFLF                     100% LOLFLF
EASTERN BLOCK, INC.                              50% PM                          50% PM
EASTGATE FEED & GRAIN, LLC                       50% PM                          50% PM
EGG EXPRESS, INC.                        100% Colchester Foods,          100% Colchester Foods,
                                                  Inc.                             Inc.
ESLABON CATTLE CO. L.P.                          49% PM                          49% PM
ESLABON FEEDERS, L.P                             35% PM                          35% PM
ESLABON MANAGEMENT, L.L.C.                       24% PM                          24% PM
ESSV, L.L.C.                               75.2% PMI Ag, LLC;             75.2% PMI Ag, LLC;
FAR RIVER SWINE, LLC                            50% LOL                         50% LOL
FAST STOP #2 -                                  40% LOL                         40% LOL
FITCHVILLE REALTY, INC.                        100% Moark                      100% Moark
FITCHVILLE REALTY HOLDING, LLC          100% Fitchville Realty,         100% Fitchville Realty,
                                                 Inc.                             Inc.
FMR, INC.                                       100% LOL                        100% LOL
FORAGE GENETICS, INC.                     100% Research Seeds             100% Research Seeds
FORAGE GENETICS ARGENTINA S.R.L.         100 % Forage Genetics            100% Forage Genetics
GK/LOL, LLC                                     50% LOL                         50% LOL
GOLDEN STATE FEEDS, LLC                       100% LOLFLF                     100% LOLFLF
</TABLE>

<PAGE>

                                                                               2

<TABLE>
<CAPTION>
         Subsidiary                         Governance Interest             Economic Interest
         ----------                         -------------------             -----------------
<S>                                        <C>                           <C>
GOLDEN VALLEY DAIRY PRODUCTS                      100% LOL                      100% LOL
GRAND MESA EGGS, INC.                            50% Moark                      50% Moark
HEJLIK PIG CO.,L.C                           66.7% PMI Ag, LLC              66.7% PMI Ag, LLC
HERITAGE TRADING COMPANY, LLC                  56.5% LOLFLF;                  56.5% LOLFLF;
                                              43.5% Agriliance              43.5% Agriliance
HI POINT INDUSTRIES, LLC                    50% Moark; 50% Norco          50% Moark; 50% Norco
                                                   Ranch                          Ranch
KF SERVICIOS DEL MAYO, S.A. DE C.V.              50% LOLFLF                    50% LOLFLF
KOFKOFF EGG FARM HOLDINGS, LLC             100% Kofkoff Egg Farm          100% Kofkoff Egg Farm
                                                    LLC                            LLC
KOFKOFF EGG FARM L.L.C.                     96% Moark; 6% Moark            96% Moark; 6% Moark
                                                 Egg Corp.                      Egg Corp.
KOFKOFF FEED, INC.                               100% Moark                    100% Moark
L & W EGG PRODUCTS, INC.                         100% Moark                    100% Moark
L.L. OLDS SEED COMPANY                      100% Research Seeds            100% Research Seeds
LAND O'LAKES FARMLAND FEED LLC             52.2% LOL Holdings II;        52.2% LOL Holdings II;
                                               39.8% LOL; 8%                  39.8% LOL; 8%
                                                  Farmland                      Farmland
LAND O'LAKES FOREIGN SALES                        100% LOL                      100% LOL
CORPORATION
LAND O'LAKES/GREAT WALL                           50% LOL                        50% LOL
ENTERPRISES, CO., LTD.
LAND O'LAKES HOLDINGS, INC.                       100% LOL                      100% LOL
LAND O'LAKES INTERNATIONAL                        100% LOL                      100% LOL
DEVELOPMENT CORPORATION
LAND O'LAKES MULTITECNOLOGIAS                     100% LOL                      100% LOL
NUTRIONALES DE MEXICO S.A. DE C.V.
LIQUITECH, LTD                                 24.75% LOLFLF                  24.75% LOLFLF
LIQUITECH MANAGEMENT GROUP, INC.                 25% LOLFLF                    25% LOLFLF
LOL FARMLAND FEED SPV, LLC                      100% LOLFLF                    100% LOLFLF
LOLFC. LLC                                  100% LOL Finance Co.          100% LOL Finance Co.
LOL FINANCE CO.                                   100% LOL                      100% LOL
LOL HOLDINGS II, INC.                             100% LOL                      100% LOL
LOL POWER, LLC                                    100% LOL                      100% LOL
MADISON FARMS BUTTER, L.L.C.                      50% LOL                       50% - LOL
MCANALLY ENTERPRISES, INC.                     100% McAnally                 100% McAnnally
                                              Enterprises, LLC              Enterprises, LLC
MCANALLY ENTERPRISES, L.L.C.                     100% Moark                    100% Moark
MELROSE DAIRY PROTEINS, LLC                       50% LOL                         67LOL
MICHIGAN STATE SEED COMPANY                  100% LL Olds Seed              100% LL Olds Seed
MILK PRODUCTS, LLC                              100% LOLFLF                    100% LOLFLF
MOARK, LLC                                        50% LOL                       100% LOL
MO ARK EGG CORPORATION                           100% Moark                    100% Moark
MOARK/FORT RECOVERY EGG                          50% Moark                      50% Moark
MARKETING, LLC
MUNSON LAKES NUTRITION, LLC.                      69% LOL                        69% LOL
NEW FEEDS, LLC                                    51% LOL                        50% LOL
NORCO RANCH, INC.                            1 00% Norco Ranch              100% Norco Ranch
                                            Holding Company, Inc.         Holding Company, Inc.
</TABLE>

<PAGE>
                                                                               3

<TABLE>
<CAPTION>
          Subsidiary                       Governance Interest             Economic Interest
          ----------                       -------------------             -----------------
<S>                                       <C>                            <C>
NORCO RANCH HOLDING COMPANY, INC.               100% Moark                    100% Moark
NORTH COAST FERTILIZER II, INC.                  100% LOL                      100% LOL
NORTHERN COUNTRY FEEDS, LLC                     51%LOLFLF                     50% LOLFLF
NORTHWEST FOOD PRODUCTS COMPANY,                 100% LOL                      100% LOL
INC.
NORTHWEST FOOD PRODUCTS                          100% LOL                      100% LOL
TRANSPORTATION, LLC
NUTRA-BLEND, LLC                               100% LOLFLF                    100% LOLFLF
NUTRIKOWI FARMLAND, S.A. DE C.V.                50% LOLFLF                    50% LOLFLF
PACHECO EGG FARMS, L.L.C.                       100% Moark                    100% Moark
PENNY NEWMAN MILLING LLC                         40% LOL                        50% LOL
PMI NUTRITION, LLC                                100% PM                       100% PM
PMI AGRICULTURE, L.L.C.                      50% PM; 50% PMI                50% PM; 50% PMI
                                                Nutrition                      Nutrition
PMI NUTRITION INTERNATIONAL, LLC                 100% PM                        100% PM
PREMIER FARMS, LLC                              100% Moark                    100% Moark
PRO-PET, LLC                                    33.33% LOL                    33.33% LOL
PURINA MILLS, LLC                              100% LOLFLF                    100% LOLFLF
QC , INC.                                  100% QC Industries,            100% QC Industries,
                                                  Inc.                           Inc.
QC HOLDINGS INC.                           100% QC Industries,            100% QC Industries,
                                                   Inc.                          Inc.
QC INDUSTRIES, INC.                              100% LOL                      100% LOL
REALTY LOL, INC.                                 100% LOL                      100% LOL
RESEARCH SEEDS, INC.                             100% LOL                      100% LOL
SEED RESEARCH, INC.                        100% Research Seeds            100% Research Seeds
SOUTHERN NEW ENGLAND EGG, L.L.C.                100% Moark                    100% Moark
SOUTHWEST LIQUIDS, LLC                          13% LOLFLF                    13% LOLFLF
SOYBEAN RESEARCH FOUNDATION, INC.              91.34% LOL                     91.34% LOL
SOYGENETICS, LLC                                 20% LOL                        20% LOL
SPECIALTY GRAINS, LLC                            50% LOL                        50% LOL
STRAUSS FEEDS, L.L.C.                           50% LOLFLF                    50% LOLFLF
SUNBEST FOODS OF IOWA, INC.                 100% Sunbest Foods,           100% Sunbest Foods,
                                                   LLC                            LLC
SUNBEST FOODS, LLC                              100% Moark                    100% Moark
SWINE MANAGEMENT SERVICES OF               50% PMI Agriculture,          50% PMI Agriculture,
PIPESTONE, L.L.C                                   LLC                            LLC
SYNERGY PORK SYSTEMS, LLC                  50% PMI Agriculture,          50% PMI Agriculture,
                                                   LLC                            LLC
THOMAS PRODUCTS, LLC                           100% LOLFLF                    100% LOLFLF
TRI-STATE AGRI SERVICES LLC                   17.25% LOLFLF                  17.25% LOLFLF
WHIP-O-WILL EGG FARMS, L.L.C.             100% Kofkoff Egg Farm            100% KoflcoffEgg
                                                   LLC                         Farm LLC
YNOT, LLC                                  50% PMI Agriculture,          50% PMI Agriculture,
                                                   LLC                            LLC
</TABLE>

<PAGE>

                                                                         ANNEX A

           Restrictions on Offers and Sales Outside the United States

         In connection with offers and sales of Securities outside the United
States:

         (a) The Initial Purchaser acknowledges that the Securities 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, or in transactions not subject to, the
registration requirements of the Securities Act.

         (b) The Initial Purchaser represents, warrants and agrees that:

             (i) The Initial Purchaser has offered and sold the Securities, and
         will offer and sell the Securities, (A) as part of its distribution at
         any time and (B) otherwise until 40 days after the later of the
         commencement of the offering of the Securities and the Closing Date,
         only in accordance with Regulation S under the Securities Act
         ("Regulation S") or Rule 144A or any other available exemption from
         registration under the Securities Act.

             (ii) None of the Initial Purchaser or any of its affiliates or any
         other person acting on its or their behalf has engaged or will engage
         in any directed selling efforts with respect to the Securities, and all
         such persons have complied and will comply with the offering
         restrictions requirement of Regulation S.

             (iii) At or prior to the confirmation of sale of any Securities
         sold in reliance on Regulation S, the Initial Purchaser will have sent
         to each distributor, dealer or other person receiving a selling
         concession, fee or other remuneration that purchase Securities from it
         during the distribution compliance period a confirmation or notice to
         substantially the following effect:

                  "The Securities covered hereby have not been registered under
                  the U.S. Securities Act of 1933, as amended (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 (i) as
                  part of their distribution at any time or (ii) otherwise until
                  40 days after the later of the commencement of the offering of
                  the Securities and the date of original issuance of the
                  Securities, except in accordance with Regulation S or Rule
                  144A or any other available exemption from registration under
                  the Securities Act. Terms used above have the meanings given
                  to them by Regulation S."

             (iv) The Initial Purchaser has not and will not enter into any
         contractual arrangement with any distributor with respect to the
         distribution of the Securities, except with its affiliates or with the
         prior written consent of the Company.

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in
this Agreement have the meanings given to them by Regulation S.

         (c) The Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

<PAGE>

                                                                               2

             (i) it has not offered or sold and, prior to the date six months
         after 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 United Kingdom Public Offers of Securities
         Regulations 1995 (as amended);

             (ii) it has only communicated or caused to be communicated and will
         only communicate or cause to be communicated any invitation or
         inducement to engage in investment activity (within the meaning of
         Section 21 of the United Kingdom Financial Services and Markets Act
         2000 (the "FSMA")) received by it in connection with the issue or sale
         of any Securities in circumstances in which Section 21(1) of the FSMA
         does not apply to the Company or the Guarantors; and

             (iii) it has 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 or otherwise involving the United Kingdom.

         (d) The Initial Purchaser acknowledges that no action has been or will
be taken by the Company that would permit a public offering of the Securities,
or possession or distribution of the Preliminary Offering Memorandum, the
Offering Memorandum or any other offering or publicity material relating to the
Securities, in any country or jurisdiction where action for that purpose is
required.

<PAGE>

                                                                       Exhibit A

                    [Form of Registration Rights Agreement]

<PAGE>

                                                                     Exhibit B-1

                     [Form of Faegre & Benson LLP Opinion]

<PAGE>
                                                                     Exhibit B-2

                        [Form of General Counsel Opinion]

<PAGE>
                                                                       Exhibit C

                         [Form of Local Counsel Opinion]