Common use of Issuance of Notes Clause in Contracts

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC and Xxxxxxx Xxxxx Barney Inc. (the “Underwriters”) $250,000,000 aggregate principal amount of 10 3/4% Senior Notes due 2013 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors”). All references herein to the Notes include the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersInitial Purchaser”) $250,000,000 500,000,000 aggregate principal amount of 10 3/45.25% Senior Notes due 2013 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by the Guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees related thereto are referred to collectively herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the CompanyIssuers, the Guarantors and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). The Company’s obligations under Capitalized terms used but not otherwise defined herein shall have the Notes and meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchaser pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated March 5, 2014 (the “Preliminary Offering Memorandum”) and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as it deems practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers” (“QIBS”) as defined in Rule 144A under the Act (“Rule 144A”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”); the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Securities and until such time as the same is no longer required under the applicable requirements of the Act, the Securities shall bear the legends relating thereto set forth under “Transfer Restrictions.” Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) the “Exchange Notes” and, together with the Original Notes, the “Notes,”), including a prospectusguaranteed by the guarantors under the Indenture, relating to be offered in exchange for the Original Notes and the GuaranteesGuarantees thereof (the “Exchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, which incorporates by reference documents which a shelf registration statement pursuant to Rule 415 under the Issuers have filed or will file in accordance Act (the “Shelf Registration Statement” and, together with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyOffer Registration Statement, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary ProspectusRegistration Statements”) relating to the Notes. Except where resale by certain holders of the context otherwise requiresOriginal Notes and the Guarantees thereof, (ii) use their reasonable best efforts to cause such Exchange Offer Registration Statement and, if applicable, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed Shelf Registration Statement to be part of such registration statement at declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included periods specified in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Rights Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees Guarantees, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Securities are being offered and sold by the Issuers in connection with a tender offer (the “Tender Offer”) by the Company for all of its existing $300,000,000 8.625% Senior Notes due 2018 (the “Existing Notes”). The issuance and sale of the Securities is referred to as the “Transaction.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC and Xxxxxxx Xxxxx Barney Inc. (the “Underwriters”) $250,000,000 aggregate principal amount of 10 3/4[ ]% Senior Notes due 2013 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors”). All references herein to the Notes include the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents docu- ments incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersRepresentative”) and Banc of America Securities LLC, Lxxxxx Brothers, Inc., Credit Suisse Securities (USA) LLC and Gxxxxxx, Sachs & Co. (together with the Representative, the “Initial Purchasers”) $250,000,000 225,000,000 aggregate principal amount of 10 3/47.125% Senior Notes due 2013 2016 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among between the Issuers and The Bank of New York Trust Company, the Guarantors and U.S. Bank National Association, as trustee (the “"Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission amended (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have furnished to youprepared a preliminary offering memorandum, for use by dated as of March 29, 2006, the Underwriters "Preliminary Offering Memorandum”), and by dealers, copies of one or more preliminary prospectuses containing a pricing supplement thereto dated the prospectus included in date hereof (the registration statement "Pricing Supplement”). The Preliminary Offering Memorandum and the documents incorporated by reference therein (each such preliminary prospectus being Pricing Supplement are herein referred to herein as a “Preliminary Prospectus”) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,Pricing Disclosure Package.” and Promptly after the prospectus included in the Registration Statementexecution of this Purchase Agreement (this “Agreement”), including all documents incorporated therein by reference, in the form filed by the Issuers with will prepare a final offering memorandum dated the Commission pursuant date hereof (the “Final Offering Memorandum”). The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to Rule 424(bresell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on or before the second business day after terms set forth in the date hereof Pricing Disclosure Package, solely to (or such earlier time i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as may be required defined in Rule 144A under the ActAct (“Rule 144A”), in accordance with Rule 144A and (ii) or, if no such filing is requiredother eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXEligible Purchasers”). This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersInitial Purchaser”) $250,000,000 200,000,000 aggregate principal amount of 10 3/47.125% Senior Notes due 2013 (the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. The Bank National Associationof New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”). The Company’s obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an a senior unsecured senior basis by each of the entities Guarantors listed on Schedule I heretohereto (collectively, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors” and, collectively with the Company, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Issuers have filed, in accordance with Original Notes will be offered and sold to the provisions of Initial Purchaser pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated March 30, 2006 (the “Preliminary Offering Memorandum”), a supplement thereto dated April 5, 2006 (the “Initial Supplement”), and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum, the Initial Supplement and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBS”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Registration Rights Agreement) the “Exchange Act of 1934Notes” and, as amended, and together with the rules and regulations thereunder (collectivelyOriginal Notes, the “Notes,” which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the “Exchange ActOffer”). The Issuers have furnished ) and issued under the Indenture or an indenture substantially identical to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement and pursuant to Rule 415 under the documents incorporated by reference therein Act (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Original Notes. Except where the context otherwise requires, the registration statement referred (ii) use their reasonable best efforts to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed cause such Registration Statements to be part of such registration statement at declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included periods specified in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Rights Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees Guarantees, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Original Notes are being offered and sold by the Issuers in connection with a tender offer by the Company for all of its existing $200,000,000 93/8 % Senior Notes due 2009 (the “Tender Offer”). In addition, contemporaneously with the offering and sale of the Original Notes, the Company is participating in a public offering of its non-voting common stock, $0.10 par value (the “Equity Offering”). The issuance and sale of the Original Notes is referred to as the “Transaction.”

Issuance of Notes. The Company proposes Issuers propose to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersInitial Purchaser”) $250,000,000 275,000,000 aggregate principal amount of 10 3/4their 9 1¤2% Senior Notes due 2013 2011 (the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors Issuers and U.S. The Bank National Associationof New York, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Offering Memorandum (as defined herein). The Company’s obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchaser pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated February 20, 2004 (the “Preliminary Offering Memorandum”), and a final offering memorandum dated and available for distribution on the date hereof (the “Offering Memorandum”) relating to the Issuers and the Original Notes. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as it deems practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Original Notes purchased by the Initial Purchaser under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBs”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the Persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto substantially in the form set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement, to be dated the Closing Date, substantially in the form attached hereto as Annex A (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Registration Rights Agreement) as the “Exchange Act of 1934Notes” and, the Exchange Notes are referred to herein, together with the Original Notes, as amendedthe “Notes”) to be offered in exchange for the Original Notes (the “Exchange Offer”) and issued under the Indenture or indentures substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, and a shelf registration statement pursuant to Rule 415 under the rules and regulations thereunder Act (collectivelythe “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary ProspectusRegistration Statements”) relating to the resale by certain holders of the Original Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant (ii) to Rule 424(b) under the Act and deemed use its reasonable best efforts to cause such Registration Statements to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became declared effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” As described in the Offering Memorandum under the caption “The recapitalization of Holdings and related transactions,” the net proceeds of the offering of the Notes, together available cash, will be used as a part of a recapitalization of the Company, pursuant to which the Company will redeem all of its outstanding 12% Series A Convertible Preferred Shares (the “Holdings Preferred Stock”) and pay accrued and unpaid dividends thereon, purchase the Company’s outstanding 15.5% Senior Notes due 2011 (the “Holdings Senior Notes”) at a negotiated price, repay a portion of Herbalife’s senior credit facilities (the “Herbalife Senior Credit Facilities”), and pay related fees and expenses. The issuance and sale of the Original Notes, the redemption of the Holdings Preferred Stock, the purchase of the Holdings Senior Notes and the prepayment of a portion of the Herbalife Senior Credit Facilities and the payment of related fees and expenses are referred to as the “Transactions.”

Issuance of Notes. The Company Issuer proposes to issue and sell to UBS SBC Warburg LLC Dillon Read Inc. and Xxxxxxx Xxxxx Barney Inc. ABN AMRO Incorporated (together, the “Underwriters”"INITIAL PURCHASERS") an aggregate of $250,000,000 aggregate 220,000,000 principal amount of 10 3/49 3/8% Senior Subordinated Notes due 2013 2008 (the “Notes”"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the “Indenture”"NOTES INDENTURE"), to be dated the Closing Date (as defined hereinbelow), by and among the CompanyIssuer, the Guarantors and U.S. The Bank National Associationof New York, as trustee (the “Trustee”"TRUSTEE"). The Company’s Issuer's obligations under the Original Notes will be succeeded to, upon the merger, by the Company and the Indenture will be unconditionally guaranteed (the “Guarantees”"GUARANTEES") on an unsecured senior subordinated basis by each of Parent and the entities listed on Schedule I heretoSubsidiary Guarantors (collectively, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “"Guarantors”"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Notes Indenture or the Offering Memorandum (as defined below). The Issuers have filed, in accordance with Original Notes will be offered and sold to the provisions of Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amendedamended (the "ACT"). The Issuer has prepared a preliminary offering memorandum dated February 4, 1998 (the "PRELIMINARY OFFERING MEMORANDUM") and a final offering memorandum dated February 20, 1998 (the "OFFERING MEMORANDUM") relating to the Issuer, the Company, the Guarantors and the Original Notes. The Initial Purchasers have advised the Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Notes Purchase Agreement has been executed and delivered, to resell (the "EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under this Notes Purchase Agreement (this "AGREEMENT") in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBS"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the rules United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and regulations thereunder (collectivelyii) are sometimes collectively referred to herein as the "ELIGIBLE PURCHASERS." Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date in form and substance satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the “Act”), Issuer will agree to (i) file with the Securities and Exchange Commission (the “Commission”"COMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287)the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (the "NEW NOTES" and, including a prospectustogether with the Original Notes, relating the "NOTES," which term includes the Guarantees related thereto) to be offered in exchange for the Original Notes (the "EXCHANGE OFFER") and issued under the Notes Indenture or an indenture substantially identical to the Notes and Indenture and/or (b) under certain circumstances set forth in the GuaranteesRegistration Rights Agreement, which incorporates by reference documents which a shelf registration statement pursuant to Rule 415 under the Issuers have filed or will file in accordance Act (the "SHELF REGISTRATION STATEMENT" and, together with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyOffer Registration Statement, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”"REGISTRATION STATEMENTS") relating to the resale by certain holders of the Original Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant (ii) to Rule 424(b) under the Act and deemed cause such Registration Statements to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became declared effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees Notes Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents"OPERATIVE DOCUMENTS.”" Upon original issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Transfer Restrictions" in the Offering Memorandum. Concurrently with the offering of Notes hereby, Parent is offering (the "PREFERRED STOCK OFFERING") approximately $80.0 million of gross proceeds of 11 3/4% Cumulative Redeemable Exchangeable Preferred Stock (the "PREFERRED STOCK"). In connection with the Acquisition (as defined below) and the offering of the Original Notes hereby, the Issuer, the Company and the Guarantors will enter into a Credit Agreement (the "CREDIT AGREEMENT") with ABN AMRO Bank N.V., as Agent, and the other agents and lenders party thereto. The net proceeds from the sale of the Original Notes and from the Preferred Stock Offering and borrowings under the New Credit Agreement will be used as described under "The Acquisition and Use of Proceeds" in the Offering Memorandum, including, but not exclusively, (i) to pay the Merger Consideration in connection with the merger of the Issuer into the Company (the "ACQUISITION") pursuant to a Merger Agreement (the "MERGER AGREEMENT") dated as of December 23, 1997 by and among the Issuer, Parent, the Company and the Eagle-Picher Industries, Inc. Personal Injury Settlement Trust (the "TRUST") and (ii) to repay the total amount outstanding under the 10% Debentures and (iii) to redeem 660,000 shares of Common Stock from the Trust.

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersRepresentative”) and the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $250,000,000 200,000,000 aggregate principal amount of 10 3/49.875% Senior Notes due 2013 2017 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among between the Company, the Guarantors Issuers and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of June 2, 2009 (the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyRegistration Rights Agreement), the “Exchange ActNotes” and, together with the Original Notes, the “Notes”). The Issuers have furnished to you, for use guaranteed by the Underwriters and by dealersguarantors under the Indenture, copies of one or more preliminary prospectuses containing to be offered in exchange for the prospectus included in the registration statement Original Notes and the documents incorporated by reference therein Guarantees thereof (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusExchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture (except for the provisions relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, transfer restrictions and payment of Special Interest (as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included defined in the Registration StatementRights Agreement)) no later than 400 days after the date of the initial issuance of the Original Notes. Notwithstanding the foregoing, including all documents incorporated therein by reference, in the form filed by Registration Rights Agreement will provide that the Issuers will not be required to consummate the Exchange Offer with the Commission pursuant respect to any Original Notes that are freely tradable under Rule 424(b) 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the second business day after Issuers have afforded the date hereof opportunity to the holders of such Original Notes to have the restrictive legend on such Original Notes removed and (ii) the unrestricted Original Notes would no longer bear a restricted CUSIP number. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or such earlier time as may if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers we will be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to pay Special Interest to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion holders of the offering of the Original Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)under certain circumstances. This Agreement, the Notes, the Guarantees Guarantees, the Indenture, and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxx Fargo Securities, LLC and (together with Xxxxxxx Xxxxx Barney Inc. (Xxxxx, the “UnderwritersRepresentatives”), and the other several Initial Purchasers named in Schedule I hereto (together with the Representatives, the “Initial Purchasers”) $250,000,000 275,000,000 aggregate principal amount of 10 7 3/4% Senior Notes due 2013 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined herein) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined herein) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among between the Issuers and The Bank of New York Mellon Trust Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission amended (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have furnished to youprepared a preliminary Offering Memorandum, for use by dated as of February 1, 2011, the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary ProspectusOffering Memorandum”) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein), and including any a pricing supplement thereto dated the date hereof, which includes the information contained in a prospectus subsequently filed with Schedule III hereto (the Commission pursuant “Pricing Supplement”). The Preliminary Offering Memorandum (as amended and supplemented immediately prior to Rule 424(bthe Applicable Time (as defined herein)) under and the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is Pricing Supplement are herein referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “ProspectusPricing Disclosure Package.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing Promptly after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”this

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxx Fargo Securities, LLC and (together with Xxxxxxx Xxxxx Barney Inc. (Xxxxx, the “UnderwritersRepresentatives”), and the other several Initial Purchasers named in Schedule I hereto (together with the Representatives, the “Initial Purchasers”) $250,000,000 275,000,000 aggregate principal amount of 10 7 3/4% Senior Notes due 2013 2019 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined herein) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior unsecured basis, by each of the Subsidiaries (as defined herein) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among between the CompanyIssuers and Xxxxx Fargo Bank, the Guarantors and U.S. Bank National AssociationN.A., as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission amended (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Issuers have furnished to youprepared a preliminary Offering Memorandum, for use by dated as of February 1, 2011, the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary ProspectusOffering Memorandum”) relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein), and including any a pricing supplement thereto dated the date hereof, which includes the information contained in a prospectus subsequently filed with Schedule III hereto (the Commission pursuant “Pricing Supplement”). The Preliminary Offering Memorandum (as amended and supplemented immediately prior to Rule 424(bthe Applicable Time (as defined herein)) under and the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is Pricing Supplement are herein referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “ProspectusPricing Disclosure Package.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing Promptly after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”this

Issuance of Notes. The Company proposes Issuers propose to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersRepresentative”) and the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $250,000,000 150,000,000 in aggregate principal amount of 10 3/48.25% Senior Notes due 2013 2018 (the “Original Notes”). The Issuers’ obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Original Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined herein), ) by and among the CompanyIssuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of March 3, 2010 (the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyRegistration Rights Agreement), the “Exchange ActNotes” and, together with the Original Notes, the “Notes”). The Issuers have furnished to you, for use guaranteed by the Underwriters and by dealersguarantors under the Indenture, copies of one or more preliminary prospectuses containing to be offered in exchange for the prospectus included in the registration statement Original Notes and the documents incorporated by reference therein Guarantees thereof (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusExchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture (except for the provisions relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, transfer restrictions and payment of Special Interest (as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included defined in the Registration StatementRights Agreement)) no later than 400 days after the date of the initial issuance of the Original Notes. Notwithstanding the foregoing, including all documents incorporated therein by reference, in the form filed by Registration Rights Agreement will provide that the Issuers and Guarantors will not be required to consummate the Exchange Offer with the Commission pursuant respect to any Original Notes that are freely tradable under Rule 424(b) 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the second business day after Issuers have afforded the date hereof opportunity to the holders of such Original Notes to have the restrictive legend on such Original Notes removed and (ii) the unrestricted Original Notes would no longer bear a restricted CUSIP number. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or such earlier time as may if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers will be required under the Act) or, if no such filing is required, the form of final prospectus included to pay Special Interest (as defined in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein Rights Agreement) to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion holders of the offering of the Original Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)under certain circumstances. This Agreement, the Notes, the Guarantees Guarantees, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

Issuance of Notes. The Company proposes to issue and sell to Xxxxxxx, Xxxxx & Co., Banc of America Securities LLC, UBS Warburg Securities LLC (together with Xxxxxxx, Xxxxx & Co. and Xxxxxxx Xxxxx Barney Banc of America Securities LLC, the “Representatives”), Xxxxxxxxx & Company, Inc., Capital One Southcoast, Inc., Comerica Securities, Inc. and Natixis Bleichroeder Inc. (together with the Representatives, the “UnderwritersInitial Purchasers”) $250,000,000 225,000,000 aggregate principal amount of 10 3/411.625% Senior Secured Notes due 2013 2014 (the “Original Notes”). The Company’s obligations under the Original Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the "Guarantees”), on a senior secured basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the "Issuers”). The Original Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among between the Issuers and The Bank of New York Mellon Trust Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering circular, dated as of July 22, 2009, the “Preliminary Offering Circular”), and a pricing supplement thereto dated the date hereof, which includes the information contained in Schedule III (the “Pricing Supplement”). The Preliminary Offering Circular (as amended and supplemented immediately prior to the Applicable Time (as defined below)) and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering circular dated the date hereof (the “Final Offering Circular”). For the purposes of this Agreement, the “Applicable Time” is 3:00 p.m. (Eastern time) on the date of this agreement. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), between the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to (a) file with the Securities and Exchange Commission (the “Commission”) (i) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyRegistration Rights Agreement), the “Exchange ActNotes” and, together with the Original Notes, the “Notes”). The Issuers have furnished to you, for use guaranteed by the Underwriters guarantors under the Indenture, to be offered in exchange for the Original Notes and by dealers, copies of one or more preliminary prospectuses containing the prospectus included Guarantees thereof (the “Exchange Offer”) and issued under the Indenture and/or (ii)under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement and pursuant to Rule 415 under the documents incorporated by reference therein Act (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusShelf Registration Statement”) relating to the Notes. Except where resale by certain holders of the context otherwise requiresOriginal Notes and the Guarantees thereof, (b) to use its reasonable best efforts to cause the Exchange Offer Registration Statement and, if applicable, the registration statement referred Shelf Registration Statement to abovebe declared effective and (c) to consummate the Exchange Offer, all within the time periods specified in the Registration Rights Agreement. The Issuers have agreed to secure the Notes by granting to the Trustee for the benefit of the holders of the Notes a perfected first-priority lien (subject to Permitted Collateral Liens, as amended when it became effectivesuch term is defined in the Indenture) in the Collateral (as such term is defined in that certain Security Agreement, including all dated as of the Closing Date, by and among the Grantors (as defined therein) and the Trustee (the “Security Agreement”)) as required pursuant to the Indenture and other security instruments and documents filed as a part thereof or incorporated are necessary to create and perfect the liens and security interests contemplated by reference thereinthe Indenture and the Security Agreement (the foregoing documents and, and including any information contained in a prospectus subsequently filed along with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the ActSecurity Agreement, is collectively referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXXSecurity Documents”). This Agreement, the Notes, the Guarantees Guarantees, the Indenture, the Registration Rights Agreement and the Indenture Security Documents are hereinafter sometimes referred to collectively as the “Note Documents.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersInitial Purchaser”) $250,000,000 297,000,000 aggregate principal amount of 10 3/48.625% Senior Notes due 2013 2018 (the “Original Notes”). Concurrently, the Company proposes to issue and sell to certain accredited investors $3,000,000 aggregate principal amount of the Senior Notes due 2018 (the “Regulation D Notes”), such offer and sale of Regulation D Notes referred to herein as the “Regulation D Private Placement.” The Company’s obligations under the Original Notes, the Regulation D Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by the Guarantors listed on Schedule I hereto (collectively, the “Guarantors” and, together with the Company, the “Issuers”). The Original Notes and the Guarantees related thereto are referred to herein as the “Offered Securities.” The Offered Securities, the Regulation D Notes and the related Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the Issuers, and The Bank of New York Mellon Trust Company, the Guarantors and U.S. Bank National AssociationN.A., a national banking association, as trustee (the “Trustee”). The Company’s obligations under Capitalized terms used but not otherwise defined herein shall have the Notes and meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Offered Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchaser pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated September 14, 2010 (the “Preliminary Offering Memorandum”) and a pricing supplement thereto dated the date hereof in the form of Exhibit C hereto (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Offering Memorandum, as the case may be. The Initial Purchaser has advised the Issuers that the Initial Purchaser intends, as soon as it deems practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Offered Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package solely to (i) persons whom the Initial Purchaser reasonably believes to be “qualified institutional buyers” (“QIBS”) as defined in Rule 144A under the Act (“Rule 144A”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”); the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Securities and until such time as the same is no longer required under the applicable requirements of the Act, the Offered Securities shall bear the legends relating thereto set forth under “Transfer Restrictions” and the Regulation D Notes shall bear the legends relating thereto set forth under “Private Placement” in the Offering Memorandum. Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Pursuant to the Registration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) the “Exchange Notes” and, together with the Original Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyRegulation D Notes, the “Exchange ActNotes,”). The Issuers have furnished to you, for use guaranteed by the Underwriters guarantors under the Indenture, to be offered in exchange for the Original Notes, the Regulation D Notes (if applicable) and by dealers, copies of one the Guarantees thereof (the “Exchange Offer”) and issued under the Indenture or more preliminary prospectuses containing an indenture substantially identical to the prospectus included Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement and pursuant to Rule 415 under the documents incorporated by reference therein Act (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Original Notes. Except where the context otherwise requires, the registration statement referred Regulation D Notes and the Guarantees thereof, (ii) use their reasonable best efforts to abovecause such Exchange Offer Registration Statement and, as amended when it became effectiveif applicable, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed Shelf Registration Statement to be part of such registration statement at declared effective and (iii) use their reasonable best efforts to consummate the Exchange Offer, all within the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included periods specified in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Rights Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees Guarantees, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Securities are being offered and sold by the Issuers in connection with a tender offer by the Company for all of its existing $200,000,000 7.125% Senior Notes due 2013 (the “Tender Offer”). The issuance and sale of the Securities is referred to as the “Transaction.”

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC and Xxxxxxx Xxxxx Barney Deutsche Bank Securities Inc. (the “Underwriters”"INITIAL PURCHASERS") $250,000,000 200,000,000 aggregate principal amount of 10 3/49 3/8% Senior Notes due 2013 2009 (the “Notes”"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the “Indenture”"INDENTURE"), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. The Bank National Associationof New York, as trustee (the “Trustee”"TRUSTEE"). The Company’s 's obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”"GUARANTEES") on an unsecured senior basis by each of the entities Guarantors listed on Schedule I heretohereto (collectively, includingthe "GUARANTORS" and, without limitationcollectively with the Company, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors”"ISSUERS"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture or the Offering Memorandum (as defined herein). The Issuers have filed, in accordance with Original Notes will be offered and sold to the provisions of Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission amended (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”"ACT"). The Issuers have furnished to youprepared a preliminary offering memorandum, for use by dated April 4, 2002 (the Underwriters "PRELIMINARY OFFERING MEMORANDUM"), and by dealers, copies of one or more preliminary prospectuses containing a final offering memorandum dated the prospectus included in date hereof (the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”"OFFERING MEMORANDUM") relating to the Company, the Guarantors and the Original Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, Preliminary Offering Memorandum or the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto Offering Memorandum shall be deemed to refer to and include the documents incorporated by reference therein prior (and any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), that are deemed to completion be incorporated therein). The Initial Purchasers have advised the Company that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "AGREEMENT") has been executed and delivered, to resell (the "EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBS"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "ELIGIBLE PURCHASERS." Upon issuance of the offering Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes by shall bear the Underwriterslegend relating thereto set forth under "Notice to Investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date, and any reference herein substantially in the form attached hereto as Exhibit A. Pursuant to the terms “amendRegistration Rights Agreement, the Issuers will agree to, under the provisions set forth therein, (i) file with the Securities and Exchange Commission (the "COMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement under the Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement) the "EXCHANGE NOTES" and, together with the Original Notes, the "NOTES,” “amendment” " which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the "EXCHANGE OFFER") and issued under the Indenture or “supplement” with respect an indenture substantially identical to the Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed "REGISTRATION STATEMENTS") relating to refer the resale by certain holders of the Original Notes, and (ii) use their reasonable best efforts to and include the filing after the execution hereof of any document with the Commission deemed cause such Registration Statements to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)declared effective. This Agreement, the Notes, the Guarantees Guarantees, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “"NOTE DOCUMENTS." The Company will pay off and terminate its existing bank credit facilities and enter into a new senior revolving credit agreement (the "NEW CREDIT AGREEMENT") with Whitney National Bank, whereby the Company will have available a $50.0 million revolving credit facility, subject to a borrowing base as set forth in the New Credit Agreement. The Note DocumentsDocuments and the New Credit Agreement are collectively referred to herein as the "TRANSACTION DOCUMENTS.”"

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC Securities LLC, ABN AMRO Incorporated, Banc One Capital Markets, Inc., Xxxxxx Xxxxxxx Corp. and Xxxxxxx Xxxxx Barney PNC Capital Markets, Inc. (the “Underwriters”"INITIAL PURCHASERS") $250,000,000 aggregate principal amount of 10 3/49.75% Senior Notes due 2013 (the “Notes”"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the “Indenture”"INDENTURE"), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. Bank National AssociationXxxxx Fargo Bank, N.A., as trustee (the “Trustee”"TRUSTEE"). The Company’s 's obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”"GUARANTEES") on an unsecured senior basis by each of the entities guarantors listed on Schedule I heretohereto (collectively, includingthe "GUARANTORS" and, without limitationtogether with the Company, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors”"ISSUERS"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Issuers have filed, in accordance with Original Notes will be offered and sold to the provisions of Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amendedamended (the "ACT"). The Issuers have prepared a preliminary offering memorandum, dated July 21, 2003 (the "PRELIMINARY OFFERING MEMORANDUM"), and a final offering memorandum dated July 31, 2003 and available for distribution on the rules and regulations thereunder date hereof (collectivelythe "OFFERING MEMORANDUM") relating to the Company, the “Act”Guarantors and the Original Notes. The Initial Purchasers have advised the Company that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "AGREEMENT") has been executed and delivered, to resell (the "EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the "ELIGIBLE PURCHASERS." Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under "Notice to Investors" in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the "REGISTRATION RIGHTS AGREEMENT") to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute "REGISTRABLE NOTES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Commission”"COMMISSION") under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to a new issue of debt securities (collectively with the Private Exchange Notes (as defined in the Registration Rights Agreement), including a prospectusthe "EXCHANGE NOTES" and, relating together with the Original Notes, the "NOTES," which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the "EXCHANGE OFFER") and issued under the Indenture or an indenture substantially identical to the Notes and Indenture and/or (b) a shelf registration statement pursuant to Rule 415 under the GuaranteesAct (the "SHELF REGISTRATION STATEMENT" and, which incorporates by reference documents which the Issuers have filed or will file in accordance together with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyOffer Registration Statement, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”"REGISTRATION STATEMENTS") relating to the resale by certain holders of the Original Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant (ii) use their best efforts to Rule 424(b) under the Act and deemed cause such Registration Statements to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became declared effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Original Notes, the Guarantees Guarantees, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “"NOTE DOCUMENTS." The Original Notes are being offered and sold by the Company to repurchase up to $220.0 million aggregate principal amount of its outstanding 9 3/8% senior subordinated notes due 2008. In addition, on the Closing Date the Company will repay all outstanding borrowings under the Company's existing senior secured credit facility dated as of February 19, 1998, as amended (the "EXISTING CREDIT AGREEMENT"), and enter into a new $275.0 million senior secured credit facility (the "NEW CREDIT AGREEMENT") with Xxxxxx Xxxxxxx Corp., as administrative agent and the lenders party thereto. The offering of the Original Notes, the repayment of outstanding amounts under the Existing Credit Agreement and the entering into of the New Credit Agreement on the Closing Date (as defined below) are collectively referred to as the "TRANSACTIONS." The Note Documents, the New Credit Agreement and the Loan Documents (as defined in the New Credit Agreement) are collectively referred to herein as the "TRANSACTION DOCUMENTS.”"

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg LLC and Xxxxxxx Xxxxx Barney First Union Securities, Inc. (collectively, the “Underwriters”"INITIAL PURCHASERS") $250,000,000 125,000,000 aggregate principal amount of 10 3/411% Senior Notes due 2013 2008 (the “Notes”"ORIGINAL NOTES"). The Original Notes will be issued pursuant to an indenture (the “Indenture”"INDENTURE"), to be dated the Closing Date (as defined herein), by and among the Company, the Guarantors and U.S. Welxx Xxrgo Bank Minnesota, National Association, as trustee (the “Trustee”"TRUSTEE"). The Company’s 's obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”"GUARANTEES") on an unsecured senior basis by each of the entities listed on guarantors denoted by asterisk in Schedule I heretoII hereto (the "GUARANTORS" and, includingcollectively with the Company, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors”"ISSUERS"). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with obligations of the provisions of Initial Purchasers are several and not joint. The Original Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission amended (the “Commission”) a registration statement on Form S-3 (File No. 333-98287), including a prospectus, relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”"ACT"). The Issuers have furnished to youprepared a preliminary offering memorandum, for use by dated June 14, 2001 (the Underwriters "PRELIMINARY OFFERING MEMORANDUM"), and by dealers, copies of one or more preliminary prospectuses containing a final offering memorandum dated the prospectus included in date hereof (the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”"OFFERING MEMORANDUM") relating to the Company, the Guarantors and the Original Notes. Except where The Initial Purchasers have advised the context otherwise requiresCompany that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this "AGREEMENT") has been executed and delivered, to resell (the "EXEMPT RESALES") the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration statement referred to aboveunder the Act on the terms set forth in the Offering Memorandum, as amended when it became effectiveor supplemented, including all documents filed solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as a part thereof or incorporated by reference therein, and including any information contained defined in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) 144A under the Act ("QIBS"), and deemed to be part of such registration statement at the time of effectiveness (ii) other eligible purchasers pursuant to Rule 430(A) offers and sales that occur outside the United States within the meaning of Regulation S promulgated under the Act ("REGULATION S"); the persons specified in clauses (i) and also including any registration statement filed pursuant to Rule 462(b(ii) under the Act, is are sometimes collectively referred to herein as the “Registration Statement,” "ELIGIBLE PURCHASERS." Upon issuance of the Original Notes and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or until such earlier time as may be the same is no longer required under the applicable requirements of the Act) or, if no such filing is required, the form of final prospectus included Original Notes shall bear the legend relating thereto set forth under "Notice to Investors" in the Registration Statement at the time it became effective, is herein called the “ProspectusOffering Memorandum.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”

Issuance of Notes. The Company proposes Issuers propose to issue and sell to UBS Warburg LLC and Xxxxxxx Xxxxx Barney Inc. Citigroup Global Markets Inc., (the “UnderwritersRepresentative”) and the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $250,000,000 400,000,000 in aggregate principal amount of 10 3/46.000% Senior Notes due 2013 2024 (the “Notes”). The Issuers’ obligations under the Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined herein), ) by and among the CompanyIssuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture Securities will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” offered and collectively the “Guarantors”). All references herein sold to the Notes include Initial Purchasers pursuant to an exemption from the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance with the provisions of registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, with the Securities and Exchange Commission dated as of July 12, 2016 (the “CommissionPreliminary Offering Memorandum”) a registration statement on Form S-3 (File No. 333-98287), including and a prospectuspricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), relating the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the Notes contrary, any references herein to the terms “Pricing Disclosure Package” and the Guarantees, which incorporates by reference documents which the Issuers have “Final Offering Memorandum” shall be deemed to refer to and include any information filed or will file in accordance with the provisions of under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Issuers have furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included in the registration statement and the documents incorporated by reference therein (each such preliminary prospectus being referred to herein as a “Preliminary Prospectus”) relating prior to the Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or date hereof and incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference references herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus Final Offering Memorandum shall be deemed to refer to and include any information filed under the filing after Exchange Act subsequent to the execution date hereof of any document with the Commission deemed to be that is incorporated by reference therein prior therein. All references in this Agreement to completion financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the offering of Pricing Disclosure Package (including the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement Preliminary Offering Memorandum) or Prospectus or to any amendment or supplement thereto Final Offering Memorandum shall be deemed to mean and include any copy thereof filed all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with the Commission Rule 144A and (ii) other eligible purchasers pursuant to its Electronic Data Gathering, Analysis offers and Retrieval System sales that occur outside the United States within the meaning of Regulation S under the Act (“XXXXXRegulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). This Agreement, the Notes, the Guarantees Notes and the Indenture are hereinafter sometimes referred to collectively as the “Note Documents.”” The issuance and sale of the Securities is referred to as the “Offering.” For the avoidance of doubt, references in this Agreement to the “Subsidiaries” (as defined below) shall be deemed to include Finance Corp. and the Guarantors.

Issuance of Notes. The Company proposes to issue and sell to UBS Warburg Securities LLC and Xxxxxxx Xxxxx Barney Inc. (the “UnderwritersRepresentative”) and the other initial purchasers listed on Schedule I hereto (together with the Representative, the “Initial Purchasers”) $250,000,000 100,000,000 aggregate principal amount of 10 3/49.875% Senior Notes due 2013 2017 (the “Offered Notes”). The Company’s obligations under the Offered Notes and the Indenture (as defined below) will be, jointly and severally, unconditionally guaranteed (the “Guarantees”), on a senior basis, by each of the Subsidiaries (as defined below) listed on the signature pages hereto (collectively, the “Guarantors,” and, together with the Company, the “Issuers”). The Offered Notes and the Guarantees are referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture (the “Indenture”)indenture, to be dated the Closing Date (as defined herein)June 10, 2009, by and among between the Company, the Guarantors Issuers and U.S. Bank National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture will be unconditionally guaranteed , as amended (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Schedule I hereto, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “GuarantorsIndenture”). All references herein to the Notes include the related Guarantees, unless the context otherwise requires. The Issuers have filed, in accordance previously issued an aggregate of $200,000,000 of 9.875% Senior Notes due 2017 under the Indenture (the “Existing Notes”) and the Guarantors unconditionally guaranteed the Existing Notes. The Offered Notes are an additional issuance of the Issuer’s existing 9.875% Senior Notes due 2017 and will be treated as a single class with the provisions of Existing Notes issued on June 10, 2009, (the “Original Issue Date”), pursuant to the Indenture. The Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated as of October 21, 2009 (the “Preliminary Offering Memorandum”), and a pricing supplement thereto dated the date hereof (the “Pricing Supplement”). The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the execution of this Purchase Agreement (this “Agreement”), the Issuers will prepare a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). Unless stated to the contrary, any references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the date hereof and incorporated by reference therein, and any references herein to the terms “amend”, “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to refer to and include any information filed under the Exchange Act subsequent to the date hereof that is incorporated by reference therein. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (or other references of like import) in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or Final Offering Memorandum shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Pricing Disclosure Package or Final Offering Memorandum, as the case may be. The Initial Purchasers have advised the Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Agreement has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Pricing Disclosure Package, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulations S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Securities will have the registration rights under the registration rights agreement (the “Registration Rights Agreement”), among the Issuers and the Initial Purchasers, to be dated the Closing Date, substantially in the form attached hereto as Exhibit A. Under the Registration Rights Agreement, the Issuers will agree to use reasonable best efforts to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyRegistration Rights Agreement), the “Exchange ActNotes” and, together with the Offered Notes, the “Notes”). The Issuers have furnished to you, for use guaranteed by the Underwriters and by dealersguarantors under the Indenture, copies of one or more preliminary prospectuses containing to be offered in exchange for the prospectus included in the registration statement Offered Notes and the documents incorporated by reference therein Guarantees thereof (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusExchange Offer”) and issued under the Indenture or an indenture substantially identical to the Indenture (except for the provisions relating to the Notes. Except where the context otherwise requires, the registration statement referred to above, transfer restrictions and payment of Special Interest (as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included defined in the Registration StatementRights Agreement)) no later than 400 days after the Original Issue Date. Notwithstanding the foregoing, including all documents incorporated therein by reference, in the form filed by Registration Rights Agreement will provide that the Issuers will not be required to consummate the Exchange Offer with the Commission pursuant respect to any Offered Notes that are freely tradable under Rule 424(b) 144 under the Securities Act before the required date for the consummation of such Exchange Offer if (i) on or before such date, the second business day after Issuers have afforded the date hereof opportunity to the holders of such Offered Notes to have the restrictive legend on such Offered Notes removed, (ii) the unrestricted Offered Notes would no longer bear a restricted CUSIP number and (iii) the unrestricted Offered Notes bear the same unrestricted CUSIP as the unrestricted Existing Notes. If the Issuers fail to satisfy either their registration obligations under the Registration Rights Agreement or such earlier time as may if the Issuers fail to accomplish the items described in clauses (i) and (ii) above, the Issuers we will be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became effective, is herein called the “Prospectus.” Any reference herein to pay Special Interest to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion holders of the offering of the Offered Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”)under certain circumstances. This Agreement, the Notes, the Guarantees Guarantees, the Indenture, and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The issuance and sale of the Securities is referred to as the “Offering.”

Issuance of Notes. The Company proposes Primary Issuers propose to issue and sell to UBS Warburg LLC Securities LLC, Banc of America Securities LLC, Wachovia Capital Markets, LLC, ABN AMRO Incorporated and Xxxxxxx Xxxxx Barney Fleet Securities, Inc. (collectively, the “UnderwritersInitial Purchasers”) $250,000,000 200,000,000 aggregate principal amount of 10 3/48.5% Senior Subordinated Notes due 2013 2011 (the “Original Notes”). The Original Notes will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined herein), by and among the CompanyPrimary Issuers, the Guarantors and U.S. Bank National AssociationJPMorgan Chase Bank, as trustee (the “Trustee”). The Company’s Primary Issuers’ obligations under the Original Notes and the Indenture will be unconditionally guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities guarantors listed on Schedule I heretohereto (collectively, including, without limitation, Xxxxxxx Xxxx Homes, a Delaware corporation (“Parent”) (each, a “Guarantor” and collectively the “Guarantors” and, collectively with the Primary Issuers, the “Issuers”). All references herein to the Original Notes include the related Guarantees, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture. The Issuers have filed, in accordance with Original Notes will be offered and sold to the provisions of Initial Purchasers pursuant to an exemption from the registration requirements under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Act”). The Issuers have prepared a preliminary offering memorandum, dated July 18, 2003 (the “Preliminary Offering Memorandum”), and a final offering memorandum dated as of the date hereof (the “Offering Memorandum”) relating to the Primary Issuers, the Guarantors and the Original Notes. The Initial Purchasers have advised the Primary Issuers that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Original Notes purchased by the Initial Purchasers under this Agreement in private sales exempt from registration under the Act on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers,” as defined in Rule 144A under the Act (“QIBs”), and (ii) other eligible purchasers pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Act; the persons specified in clauses (i) and (ii) are sometimes collectively referred to herein as the “Eligible Purchasers.” Upon issuance of the Original Notes and until such time as the same is no longer required under the applicable requirements of the Act, the Original Notes shall bear the legend relating thereto set forth under “Notice to Investors” in the Offering Memorandum. Holders (including subsequent transferees) of the Original Notes will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) to be dated the Closing Date in form and substance reasonably satisfactory to the Initial Purchasers and the Primary Issuers conforming to the description thereof in the Offering Memorandum, for so long as such Original Notes constitute “Registrable Notes” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth in the Registration Rights Agreement, (a) a registration statement on Form S-3 under the Act (File No. 333-98287), including a prospectus, the “Exchange Offer Registration Statement”) relating to the Notes and the Guarantees, which incorporates by reference documents which the Issuers have filed or will file in accordance a new issue of debt securities (collectively with the provisions of Private Exchange Notes (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectivelyRegistration Rights Agreement), the “Exchange ActNotes” and, together with the Original Notes, the “Notes,” which term includes the guarantees related thereto) to be offered in exchange for the Original Notes (the “Exchange Offer”). The Issuers have furnished ) and issued under the Indenture or an indenture substantially identical to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses containing the prospectus included Indenture and/or (b) under certain circumstances set forth in the Registration Rights Agreement, a shelf registration statement and pursuant to Rule 415 under the documents incorporated by reference therein Act (each such preliminary prospectus being referred to herein as a the “Preliminary ProspectusShelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Registra­tion Statements”) relating to the resale by certain holders of the Original Notes. Except where the context otherwise requires, the registration statement referred to above, as amended when it became effective, including all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the Commission pursuant (ii) to Rule 424(b) under the Act and deemed use their commercially reasonable best efforts to cause such Registration Statements to be part of such registration statement at the time of effectiveness pursuant to Rule 430(A) under the Act and also including any registration statement filed pursuant to Rule 462(b) under the Act, is referred to herein as the “Registration Statement,” and the prospectus included in the Registration Statement, including all documents incorporated therein by reference, in the form filed by the Issuers with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of final prospectus included in the Registration Statement at the time it became declared effective, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein prior to completion of the offering of the Notes by the Underwriters. For purposes of this Agreement, all references to the Registration Statement or Prospectus or to any amendment or supplement thereto shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). This Agreement, the Notes, the Guarantees Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to collectively as the “Note Documents.” The Original Notes are being offered and sold by the Primary Issuers in part to (i) repay the $135.0 million principal amount outstanding of the Company’s 11.25% Senior Subordinated Notes due 2006 (the “2006 Notes”), (ii) reduce borrowings under the Company’s revolving credit facility ((i) and (ii) together, the “Debt Repayment”), (iii) finance acquisitions, (iv) provide for the Company’s ongoing working capital needs and other general corporate purposes (including the payment of dividends and stock repurchases) and (v) pay related transaction fees and expenses. The offering of the Original Notes and the Debt Repayment are collectively referred to as the “Transactions.” The Note Documents are sometimes referred to herein as the “Transaction Documents.”