Common use of The Transactions Clause in Contracts

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an aggregate of 1,650,000 shares (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”). The Purchased Shares shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 per share, of the Company (the “Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”). The Purchased Shares and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares to the Initial Purchasers (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum and the Registration Rights Agreement are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an $85,000,000 aggregate principal amount of 1,650,000 shares its 2.375% Convertible Senior Notes due 2026 (the “"Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”Notes"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares $15,000,000 aggregate principal amount of its Series B 2.375% Convertible Preferred Stock Senior Notes due 2026 (the “"Optional Shares” Notes" and, together with the Firm SharesNotes and the Guarantees (as defined below) endorsed thereon, the “Purchased Shares”"Notes"). The Purchased Shares Notes shall be convertible into shares (the “"Conversion Shares”") of common stock, without par value $0.20 per sharevalue, of the Company (the “"Common Stock”"), subject to and in accordance with the terms of the Company’s Certificate Notes. The Notes will (i) have the terms and provisions which are described in the Offering Memorandum (as defined below) under the heading "Description of Designation Notes" and contained in the Indenture (as hereinafter defined) and (ii) be issued pursuant to the provisions of the Series B Convertible Preferred Stock Indenture (the “Certificate "Indenture"), to be dated as of Designation”May 22, 2006, among the Company, the Guarantors (as defined below) and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the "Trustee"). The Purchased Shares Notes and the Conversion Shares are hereinafter referred to collectively as the “"Securities.” " The sale of the Purchased Shares Notes to the Initial Purchasers (the “"Offering”") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum and the Registration Rights Agreement are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $60,000,000 aggregate principal amount of 1,650,000 shares its 2.125% Convertible Senior Subordinated Notes due 2024 (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred StockNotes”). In addition, the Company has granted to the Initial Purchasers Purchaser an option to purchase up to an additional 600,000 shares $10,000,000 aggregate principal amount of its Series B 2.125% Convertible Preferred Stock Senior Subordinated Notes due 2024 (the “Optional SharesNotes” and, together with the Firm SharesNotes, the “Purchased SharesNotes”). The Purchased Shares Notes shall be convertible into shares (the “Conversion Shares”) of common stock, no par value $0.20 per sharevalue, of the Company (the “Common Stock”), subject to and in accordance with the terms of the Company’s Certificate Notes. The Notes will (i) have the terms and provisions that are described in the Offering Memorandum (as defined below) (or, if the Offering Memorandum is not in existence, the Preliminary Offering Memorandum) under the heading “Description of Designation Notes” and such other terms as are reasonable and customary and (ii) be issued pursuant to the provisions of the Series B Convertible Preferred Stock Indenture (the “Certificate Indenture”), to be dated as of DesignationMay 11, 2004, between the Company and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”). The Purchased Shares Notes and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares Notes to the Initial Purchasers Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesNotes, the Company has prepared a preliminary offering memorandum dated December 15May 4, 2005 2004 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereofMay 6, along with the term sheet 2004, in form and substance reasonably satisfactory to the offering memorandum you (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum incorporates and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 20042003, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters fiscal quarter ended March 31Xxxxx 00, June 30 and September 300000, 2005; (iiixxx) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24April 28, 2005 2004 and (iv) Current Reports on Form 8-K filed with the Commission on February 15April 20, 20052004 and May 4, April 12004 (to the extent provided in the Preliminary Offering Memorandum and Offering Memorandum, 2005as the case may be, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” filed with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretoto the Incorporated Documents made prior to the date hereof. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Notes by the Initial PurchasersPurchaser. The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Purchased Shares Notes only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers Purchaser and their respective its direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21May 11, 2005, 2004 among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) file a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This AgreementThe Registration Rights Agreement will have the terms and provisions that are described in the Offering Memorandum (or, if the Offering Memorandum is not in existence, the Preliminary Offering Memorandum) under the heading “Description of Notes” and such other terms as are reasonable and customary. This Agreement, the Offering Memorandum and Securities, the Registration Rights Agreement and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an $160,000,000 aggregate principal amount of 1,650,000 shares its 2.875% Senior Subordinated Convertible Notes due 2010 (the “"Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”Notes"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares $40,000,000 aggregate principal amount of its Series B 2.875% Senior Subordinated Convertible Preferred Stock Notes due 2010 (the “"Optional Shares” Notes" and, together with the Firm SharesNotes, the “Purchased Shares”"Notes"). The Purchased Shares Notes shall be convertible into shares (the “"Conversion Shares”") of common stock, par value $0.20 0.01 per share, of the Company (the “"Common Stock”"), subject to and in accordance with the terms of the Company’s Certificate of Designation Notes. The Notes will (i) have the terms and provisions that are described in the Offering Memorandum (as defined below) under the heading "Description of the Series B Convertible Preferred Stock Notes" and such other terms as are reasonable and customary and (ii) be issued pursuant to the provisions of the Indenture (the “Certificate of Designation”"Indenture"), to be dated September 30, 2003, between the Company and American Stock Transfer & Trust Company, a New York banking corporation, as trustee (the "Trustee"). The Purchased Shares Notes and the Conversion Shares are hereinafter referred to collectively as the “"Securities.” " The sale of the Purchased Shares Notes to the Initial Purchasers (the “"Offering”") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesNotes, the Company has prepared a preliminary offering memorandum memorandum, dated December 15September 24, 2005 2003 (the “"Preliminary Offering Memorandum”) "), and will prepare promptly an offering memorandum memorandum, dated the date hereof, along with in form and substance reasonably satisfactory to you (the term sheet to the offering memorandum (collectively the “"Offering Memorandum”"), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s 's (i) Annual Report on Form 10-K for the year ended December 31, 20042002 (the "2002 10-K"), (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; 2003 and June 29, 2003 (the "2003 10-Qs"), (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24June 19, 2005 2003 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November June 23, 2005 2003 and July 9, 2003 (other than information in the documents that is deemed not to be “filed” filed with the Commission) Commission (all such documents listed in clauses (i) through (iv) referred to herein as the “"Incorporated Documents”"). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretoto the Incorporated Documents made prior to the date hereof. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Notes by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares Notes only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, solely to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“"QIBs”") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“"Rule 144A”"), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement Agreement, to be dated as of December 21September 30, 20052003, among between the parties hereto (the “"Registration Rights Agreement”") pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “"Registration Statement”") on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its reasonable best efforts to cause any such the Registration Statement to be declared effective. The Registration Rights Agreement will have the terms and provisions that are described in the Offering Memorandum under the heading "Description of the Notes" and such other terms as are reasonable and customary. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and the Registration Rights Agreement and the Indenture are herein referred to as the “"Offering Documents.”"

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an aggregate of 1,650,000 Purchaser 1,000,000 shares (the “Firm Shares”) of its 5.3757.00% Series B Cumulative Perpetual Convertible Preferred Stock, par value Series A, $1.00 100 liquidation preference per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”). The Purchased Shares initially shall be convertible into 10.6022 shares (the “Conversion Shares”) of common stock, $0.001 par value $0.20 per sharevalue, of the Company (the “Common Stock”), subject as described in the Offering Circular, defined below. The shares of Common Stock into which the Shares may be converted are referred to and in accordance herein as the “Conversion Shares.” The Shares will be established by the filing with the terms Secretary of State of the Company’s Certificate State of Designation Delaware of a statement of resolution of the Series B Board of Directors of the Company establishing and designating the 7.00% Cumulative Perpetual Convertible Preferred Stock Stock, Series A (the “Certificate of DesignationDesignations”). ) The Purchased Shares and the Conversion Shares hereinafter are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares to the Initial Purchasers Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(24(a)(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company (i) has prepared a preliminary offering memorandum circular dated December 15September 20, 2005 2012 (the “Preliminary Offering MemorandumCircular”) and will prepare promptly an offering memorandum circular dated the date hereof, along with the term sheet in form and substance reasonably satisfactory to the offering memorandum you (collectively the “Offering MemorandumCircular”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Circular and any of the other documents used by the Company in connection with the offering of the Shares on or before 9:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum Circular, the Disclosure Package and the Offering Memorandum Circular will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 20042011, (ii) definitive Proxy Statement on Schedule 14A filed with the SEC on April 10, 2012 (excluding those portions that are not incorporated by reference into the Company’s Annual Report on Form 10-K/A K for the year ended December 31, 20032011), (iii) Quarterly Report Reports on Form 10-Q for the quarters ended March 31, 2012 and June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 242012, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 24, 2012, March 13, 2012, May 23, 2012, June 25, 2012 and August 1, 2012 and (v) the description of Common Stock contained in the Company’s Registration Statement on Form 8-A/A filed with the Commission on October 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 2009 (other than information in the documents that is deemed not to be “filed” filed with the Commission) (all such documents listed in clauses (i) through (ivv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum Circular, the Disclosure Package or the Offering Memorandum Circular shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum Circular, the Disclosure Package and the Offering Memorandum Circular in connection with the offering and resale of the Purchased Shares by the Initial PurchasersPurchaser. The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum Circular and Sections 3, 4 and 10 11 hereof as soon as the Initial Purchasers deem Purchaser deems advisable after this Agreement has been executed and delivered, solely (i) to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21144A, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effectiveother qualified investors in reliance on Regulation S under the Securities Act. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum Agreement and the Registration Rights Agreement Certificate of Designations are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an $70,000,000 aggregate principal amount of 1,650,000 shares its 5.00% Convertible Senior Notes due 2024 (the “Firm SharesNotes”) to be issued pursuant to the terms of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) an indenture (the “Series B Convertible Preferred StockIndenture”) to be dated as of the Closing Date among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares $10,500,000 aggregate principal amount of its Series B 5.00% Convertible Preferred Stock Senior Notes due 2024 (the “Optional SharesNotes” and, together with the Firm SharesNotes, the “Purchased SharesNotes”). The Purchased Shares Notes shall initially be convertible into 56.9801 shares (the “Conversion Shares”) of common stock, par value $0.20 0.001 per share, of the Company share (the “Common Stock”), subject of the Company, per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The shares of Common Stock into which the Notes may be converted are referred to herein as the “Underlying Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of the Notes”. The due and punctual payment of the principal of, and interest on, the Notes will be unconditionally and irrevocably guaranteed on a senior, unsecured basis, jointly and severally by any U.S. domestic subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes a guarantee in accordance with the terms of the Company’s Certificate of Designation of Indenture, and their respective successors and assigns (collectively, the Series B Convertible Preferred Stock “Guarantors”), pursuant to their guarantees (the “Certificate of DesignationGuarantees”). The Purchased Shares Notes, the Guarantees and the Conversion Underlying Shares hereinafter are hereinafter referred to collectively as the “Securities.” The sale of Notes and the Purchased Shares Guarantees will be offered and sold to the Initial Purchasers (the “Offering”) will be made without pursuant to an exemption from the registration requirements of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum and the Registration Rights Agreement are herein referred to as the “Offering Documents.”

The Transactions. (a) Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers Purchaser $60,000,000 aggregate principal amount of its 7.75% Convertible Senior Notes due 2012 (the “Notes”) and warrants (the “Warrants”) to purchase an aggregate of 1,650,000 shares (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 7,800,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”). The Purchased Shares shall be convertible into shares (the “Conversion Shares”) of Company’s common stock, par value $0.20 0.01 per share, of the Company share (the “Common Stock”). The initial conversion rate of the Notes is 520.833 shares of Common Stock per each $1,000 principal amount of Notes, subject to adjustment as described in the Indenture (as defined below). The Notes shall be convertible into shares of Common Stock and the Warrants shall be exercisable into shares of Common Stock (collectively, the “Shares”). The Notes and Warrants will have the terms and provisions which are described in accordance with the Offering Memorandum (as defined below) under the heading “Description of Securities” and such other terms as are customary. The Notes will be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated on or about February 20, 2007, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) and shall be substantially in the form of the Form of Convertible Note attached as Exhibit A thereto (the “Form of Note”), and the Warrants will be issued pursuant to the terms of the Company’s Certificate form of Designation of the Series B Convertible Preferred Stock warrant accompanying this Agreement (the “Certificate Form of DesignationWarrant”). The Purchased Shares Notes, Warrants and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The offer and sale of the Purchased Shares Securities is hereinafter referred to as the Initial Purchasers “Offering.” Holders of the Securities will have the registration rights set forth in a registration rights agreement (the “OfferingRegistration Rights Agreement”) will ), to be made without registration dated as of February 20, 2007, between the Company and the Initial Purchaser, relating to the resale of the Securities Notes and Shares under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2. (b) of the Securities Act. In connection with the sale of the Purchased SharesSecurities, the Company has prepared and delivered to the Initial Purchaser an Offering Memorandum, dated the date hereof (the “Offering Memorandum”), and a preliminary offering memorandum Preliminary Offering Memorandum, dated December 15January 25, 2005 2007, as disseminated prior to the date hereof and as supplemented by the pricing supplement (the “Pricing Supplement”) disseminated prior to the execution of this Agreement and attached hereto as Exhibit A (the “Preliminary Offering Memorandum”) ), each in form and an offering memorandum dated the date hereof, along with the term sheet substance satisfactory to the offering memorandum (collectively the “Offering Memorandum”), Initial Purchaser and each setting forth information regarding the Company, the Securities and Securities, the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate each incorporates by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, 2005; (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report Reports on Form 10-Q for the quarters ended March 31, 2006, June 30 30, 2006 and September 30, 20052006; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 9, 2006, January 12, 2006, January 31, 2006, February 3, 2006, February 14, 2006, March 14, 2006, April 5, 2006, May 12, 2006, May 24, 2006, June 2, 2006, June 6, 2006, June 29, 2006, July 19, 2006, October 26, 2006, November 14, 2006, December 12, 2006, December 14, 2006, December 19, 2006, January 17, 2007 and January 25, 2007; (iv) the Company’s description of its Common Stock contained in Item 1 of the registration statement on Form 8-A, filed with the Commission on February 15January 31, 20051995; (v) the rights agreement, April 1dated as of October 26, 20051998, April 21as amended on August 16, 20052004; and (vi) the registration statement on Form 8-A, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” filed with the Commission) Commission on October 26, 1998, as amended by Amendment No. 1 thereto of Form 8-A/A filed with the Commission on August 16, 2004 (all such documents listed in clauses (i) through (ivvi) above (including documents incorporated therein) are referred to herein in this Agreement as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or and the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Securities by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers Purchaser. (“QIBs”c) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and Form of Warrant, the Registration Rights Agreement Agreement, the Form of Convertible Note and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an $100,000,000 aggregate principal amount of 1,650,000 shares its 0.75% Convertible Senior Subordinated Notes due 2024 (the “"Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”Notes"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares $25,000,000 aggregate principal amount of its Series B 0.75% Convertible Preferred Stock Senior Subordinated Notes due 2024 (the “"Optional Shares” Notes" and, together with the Firm SharesNotes, the “Purchased Shares”"Notes"). The Purchased Shares Notes shall be convertible into shares (the “"Conversion Shares”") of common stock, par value $0.20 0.001 per share, of the Company (the “"Common Stock”"), subject to and in accordance with the terms of the Company’s Certificate Notes. The Notes will (i) have the terms and provisions which are described in the Offering Memorandum (as defined below) under the heading "Description of Designation Notes" and such other terms as are customary and (ii) be issued pursuant to the provisions of the Series B Convertible Preferred Stock Indenture (the “Certificate of Designation”"Indenture"), to be dated December 7, 2004, between the Company and American Stock Transfer & Trust Company, as trustee (the "Trustee"). The Purchased Shares Notes and the Conversion Shares are hereinafter referred to collectively as the “"Securities.” " The sale of the Purchased Shares Notes to the Initial Purchasers (the “"Offering”") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesNotes, the Company has prepared a preliminary offering memorandum dated December 15November 30, 2005 2004 (the “"Preliminary Offering Memorandum”") and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum and the Registration Rights Agreement are herein referred to as the “Offering Documents.”"Offering

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $100,000,000 aggregate principal amount of 1,650,000 shares its 4.0% Convertible Subordinated Notes due 2011 (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred StockNotes”). In addition, the Company has granted to the Initial Purchasers Purchaser an option to purchase up to an additional 600,000 shares $20,000,000 aggregate principal amount of its Series B 4.0% Convertible Preferred Stock Subordinated Notes due 2011 (the “Optional SharesNotes” and, together with the Firm SharesNotes, the “Purchased SharesNotes”). The Purchased Shares Notes shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 0.01 per share, of the Company (the “Common Stock”) together with the rights (the “Rights”) evidenced by such Common Stock to the extent provided in the Stockholder Rights Agreement, dated March 27, 2002, between the Company and American Stock Transfer & Trust Company (the “Stockholder Rights Agreement”), subject to and in accordance with the terms of the Company’s Certificate Notes. The Common Stock and accompanying Rights into which the Notes may be converted are referred to herein as the “Conversion Shares.” The Notes will (i) have the terms and provisions which are described in the Offering Memorandum (as defined below) under the heading “Description of Designation Notes” and such other terms as are reasonable and customary and (ii) be issued pursuant to the provisions of the Series B Convertible Preferred Stock Indenture (the “Certificate Indenture”), to be dated February 17, 2004, between the Company and The Bank of DesignationNew York, a New York banking corporation, as trustee (the “Trustee”). The Purchased Shares Notes and the Conversion Shares hereinafter are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares Notes to the Initial Purchasers Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesNotes, the Company has prepared a preliminary offering memorandum dated December 15February 9, 2005 2004 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, along with the term sheet in form and substance reasonably satisfactory to the offering memorandum you (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 20042002, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report Reports on Form 10-Q for the quarters ended March 31, 2003, June 30 30, 2003 and September 30, 2005; 2003, (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 2428, 2005 and 2003, (iv) Current Reports on Form 8-K filed with the Commission on February 15January 8, 20052003, April 1January 10, 20052003, April 21January 30, 20052003, May 3March 4, 20052003, May 13June 20, 2005 (but only as to Item 8.01) 2003, August 20, 2003, August 22, 2003, September 5, 2003, September 19, 2003 and November 237, 2005 2003, (v) the description of Common Stock contained on page 2 of the Company’s Registration Statement on Form 8-A and (vi) the description of the Preferred Stock Purchase Rights under the Stockholder Rights Agreement contained on pages 2-4 of the Company’s Registration Statement on Form 8-A (other than information in the documents that is deemed not to be “filed” filed with the Commission) (all such documents listed in clauses (i) through (ivvi) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Notes by the Initial PurchasersPurchaser. The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Purchased Shares Notes only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers Purchaser and their respective direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21February 17, 20052004, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and the Registration Rights Agreement and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $80,214,000 aggregate principal amount of 1,650,000 shares its 5.250% Convertible Senior Notes due 2026 (the “Firm SharesNotes”) to be issued pursuant to the terms of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) an indenture (the “Series B Convertible Preferred StockIndenture”). In addition) to be dated as of the Closing Date among the Company, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock Guarantors (as defined below) and Computershare Trust Company, N.A., as Trustee (the “Optional Shares” and, together with the Firm Shares, the “Purchased SharesTrustee”). The Purchased Shares Notes shall initially be convertible into 65.6276 shares (the “Conversion Shares”) of common stock, par value $0.20 0.001 per share, of the Company share (the “Common Stock”), subject of the Company, per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The shares of Common Stock into which the Notes may be converted are referred to herein as the “Underlying Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of the Notes”. The due and punctual payment of the principal of, and interest on, the Notes will be unconditionally and irrevocably guaranteed on a senior, unsecured basis, jointly and severally by any U.S. domestic subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes a guarantee in accordance with the terms of the Company’s Certificate of Designation of Indenture, and their respective successors and assigns (collectively, the Series B Convertible Preferred Stock “Guarantors”), pursuant to their guarantees (the “Certificate of DesignationGuarantees”). The Purchased Shares Notes, the Guarantees and the Conversion Underlying Shares hereinafter are hereinafter referred to collectively as the “Securities.” The sale of Notes and the Purchased Shares Guarantees will be offered and sold to the Initial Purchasers Purchaser (the “Offering”) will be made without pursuant to an exemption from the registration requirements of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum and the Registration Rights Agreement are herein referred to as the “Offering Documents.”

The Transactions. (a) Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $33,156,000 aggregate principal amount of 1,650,000 shares its 7.5% Convertible Senior Notes due 2011 (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred StockNotes”). In addition, the The Company has granted also agrees to issue to the Initial Purchasers Purchaser an option to purchase up to an additional 600,000 shares $4,973,400 aggregate principal amount of its Series B 7.5% Convertible Preferred Stock Senior Notes due 2011 (the “Optional SharesOption Notes” and, together with the Firm SharesNotes, the “Purchased SharesNotes”). The Purchased Shares conversion rate of the Notes is 478.519 shares per each $1,000 principal amount of Notes, subject to adjustment. The Notes shall be convertible into shares (the “Conversion Shares”) of common stock, no par value $0.20 per sharevalue, of the Company (the “Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the ” or “Certificate of DesignationConversion Shares”). The Purchased Shares Notes will (i) have the terms and provisions which are described in the Prospectus Supplement (as defined below) under the heading “Description of Notes” and such other terms as are customary, and (ii) be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated on or about April 26, 2006, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes and the Conversion Shares Shares, which the Initial Purchaser may elect to purchase pursuant to the terms of this Agreement, are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares to the Initial Purchasers ” (the “Offering”b) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesSecurities, the Company has prepared and delivered to the Initial Purchaser a preliminary offering memorandum dated December 15Prospectus Supplement, 2005 (the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum its Prospectus dated April 19, 2006, in form and substance satisfactory to you (collectively the “Offering MemorandumProspectus Supplement”), each and, together with the Prospectus dated April 19, 2006, the “Prospectus”), setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate Prospectus Supplement incorporates by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 20042005, (ii) Annual Report Current Reports on Form 108-K/A for K filed with the year ended December 31, 2003, Securities and Exchange Commission (iiithe “Commission”) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 2006, and September 30Xxxxx 00, 2005; 0000, (iiixxx) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24June 17, 2005 2005, and (iv) Current Reports the Company’s registration statement on Form 8-K A/A, filed with the Commission on February 15January 10, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) 2003 (all such documents listed in clauses (i) through (iv) above (including documents filed thereunder as incorporated therein) are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum Prospectus Supplement shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum Prospectus Supplement in connection with the offering and resale of the Purchased Shares Securities by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers Purchaser. (“QIBs”c) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and the Registration Rights Agreement Indenture are herein referred to as the “Offering Documents.”

The Transactions. (a) Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $4,000,000 aggregate principal amount of 1,650,000 shares its 6% Senior Convertible Notes due 2010 in the amounts set forth on Schedule I hereto (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”"Notes"). The Purchased Shares Notes shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 0.01 per share, of the Company (the “"Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”" or "Conversion Shares"). The Purchased Shares Notes will be issued pursuant to the provisions of the Indenture (the "Indenture"), dated as of July 26, 2005, between the Company and Wachovia Bank, National Association, as trustee (the "Trustee"). The Notes and the Conversion Shares are hereinafter referred to collectively as the “"Securities.” " The Notes will be the same class of securities as the Company's $45,000,000 aggregate principal amount of 6% Senior Convertible Notes due 2006 (the "144A Notes") issued and sold (or to be issued and sold as of the Closing Date (as defined below)) (the "144A Offering") pursuant to a Purchase Agreement dated July 21, 2005 between the Company and McMahan Securities Co. L.P. ("McMahan"). (b) The sale of the Purchased Shares txx Xxxxs to the Initial Purchasers Purchaser (the “Offering”thx "Xxxering") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. . (c) In connection with the sale of the Purchased Shares144A Notes, the Company has prepared a preliminary an offering memorandum memorandum, dated December 15July 21, 2005 (the “Preliminary "Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”"), each setting forth information regarding the Company, the Securities 144A Notes and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below)144A Offering. The Preliminary Offering Memorandum attaches as Exhibits A and the Offering Memorandum will incorporate B and incorporates by reference the Company’s 's (i) Annual Report on Form 10-10 K for the year ended December 31, 2004, 2004 ("Exhibit A") and (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-10 Q for the quarters quarter ended March 31, June 30 and September 302005 (collectively with Exhibit A, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of "Exhibits"). The Offering Memorandum incorporates by reference the Company held on May 24, 2005 and (iv) Company's Current Reports on Form 8-K filed with the Commission on February 15January 3, 2005, January 12, 2005, March 18, 2005, March 28, 2005, April 1, 2005, April 2126, 2005, April 29, 2005, May 20, 2005, May 31, 2005 (Item 1.01 and Exhibit 99.1 of Item 9.01 only), June 3, 2005, May 13June 7, 2005, June 22, 2005 and July 11, 2005, and any other report filed by the Company pursuant to the Exchange Act (but only as to Item 8.01defined below) and November 23, 2005 (other than information in after the documents that is deemed not to be “filed” with the Commission) date of such Offering Memorandum (all such documents listed in clauses (i) through (iv) referred to herein as and the “Exhibits collectively, the "Attached and Incorporated Documents”"). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Attached and Incorporated Documents Documents. (d) The Purchaser and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective its direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21July 26, 2005, among the parties hereto Company and McMahan (the “"Registration Rights Agreement”") pursuant to which the whxxx xxx Company will agreeshall, among other things, to file (i) a registration statement (the “"Registration Statement”") on the appropriate form with the Commission registering the resale of the Securities under the Securities Act Act, and (ii) to use its best commercially reasonable efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and the Registration Rights Agreement and the Indenture are herein referred to as the “"Offering Documents.”"

The Transactions. Subject to the terms and conditions herein contained, the Company proposes Notes Issuers propose to issue and sell to the Initial Purchasers an Purchaser in multiple transactions but no later than July 31, 2000 up to $50,000,000 aggregate principal amount of 1,650,000 shares their Senior Subordinated Floating Rate Notes due 2009 (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”"Notes"). The Purchased Shares shall obligations of the Notes Issuers under the Indenture (as defined herein) and the Notes will be convertible into shares unconditionally guaranteed (the “Conversion Shares”) of common stock"Guarantees"), par value $0.20 per shareon a joint and several basis, of by each Guarantor. The Notes and the Company Guarantees are to be issued pursuant to the Indenture (the “Common Stock”"Indenture"), subject to dated as of February 2, 2000, among the Notes Issuers, the Guarantors and in accordance with the terms of the State Street Bank and Trust Company’s Certificate of Designation of the Series B Convertible Preferred Stock , a Massachusetts banking corporation, as trustee (the “Certificate of Designation”"Trustee"). The Purchased Shares Notes and the Conversion Shares Guarantees are hereinafter referred to collectively as the “"Securities.” " The Notes Issuers and the Guarantors are herein collectively referred to as the "Issuers." The sale of the Purchased Shares Securities to the Initial Purchasers (the “Offering”) Purchaser will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased Shares, the Company has prepared a preliminary offering memorandum dated December 15, 2005 (the “Preliminary Offering Memorandum”) The Purchaser and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective its direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21February 2, 2005, 2000 among the parties hereto (the “"Registration Rights Agreement”") pursuant to which the Company Issuers will agree, among other things, to file (i) a registration statement (the “"Registration Statement”") on the appropriate form with the Commission registering the resale of Notes or the Securities Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act and or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. Except as otherwise permitted hereby, the Notes Issuers will use its best efforts the proceeds from the issuances and sales of the Securities to cause any such Registration Statement to be declared effectivethe Purchaser solely as consideration for the acquisition of the assets of each Mountain West Audio, Inc., a Utah corporation, General Communications Corporation, an Indiana corporation (d/b/a On-Hold America), Texas Sound Co. Ltd., an Ohio limited liability company and Quincy Broadcasting Company, a Delaware corporation, on the Initial Closing Date (as defined herein) (each an "Initial Acquisition") and subsequent acquisitions on each Subsequent Closing Date (as defined herein) (each a "Subsequent Acquisition" and, together with the Initial Acquisition, the "Acquisitions"). This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and Exchange Notes, the Private Exchange Notes, the Registration Rights Agreement and the Indenture are herein collectively referred to as the “Offering "Transaction Documents.”"

The Transactions. (a) Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an $145,000,000 aggregate principal amount of 1,650,000 shares its 8% Convertible Senior Notes due 2011 (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred StockNotes”). In addition, the The Company has granted also agrees to issue to the Initial Purchasers an option to purchase up to an additional 600,000 shares $21,750,000 aggregate principal amount of its Series B 8% Convertible Preferred Stock Senior Notes due 2011 (the “Optional SharesOption Notes” and, together with the Firm SharesNotes, the “Purchased SharesNotes”). The Purchased Shares shall be convertible into initial conversion rate of the Notes is 136.426 shares (the “Conversion Shares”) of common stock, $0.0001 par value $0.20 per share, of the Company (the “Common Stock” or “Conversion Shares”) per each $1,000 principal amount of Notes, subject to adjustment in certain circumstances. The Notes will (i) have the terms and provisions which are described in the Offering Memorandum (as defined below) under the heading “Description of Notes” and such other terms as are customary, and (ii) be issued pursuant to the provisions of the Indenture (the “Indenture”), subject to be dated as of December 19, 2006, between the Company and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock U.S. Bank National Association, as trustee (the “Certificate Trustee”) on a private placement basis pursuant to an exemption from registration under Section 4(2) and Regulation D under the Securities Act of Designation1933, as amended (the “Securities Act”). The Purchased Shares Notes and the Conversion Shares are hereinafter referred to collectively as the “Securities.” The offer and sale of the Purchased Shares Securities is hereinafter referred to as the Initial Purchasers “Offering.” Holders of the Securities will have the registration rights set forth in a registration rights agreement (the “OfferingRegistration Rights Agreement”) will ), to be made without registration dated as of December 19, 2006, among the Company and the Initial Purchasers, relating to the resale of the Securities under the Securities Act of 1933Act. (b) Subject to approval by the Company’s stockholders, as amended (together with the rules and regulations it is proposed that a wholly-owned subsidiary of the Securities Company will merge with and Exchange Commission into Jazz Semiconductor, Inc. (“Jazz”), pursuant to an Agreement and Plan of Merger (the “Commission”) promulgated thereunder, the “Securities ActMerger Agreement”), dated as of September 26, 2006, by and among the Company, Joy Acquisition Corp., Jazz and TC Group, L.L.C. as Jazz’s stockholders’ representative (the “Merger”), and the Company intends to use all or a portion of the proceeds of the Offering to effect the Merger. Pending the satisfaction of certain release conditions contained in reliance an escrow agreement (the “Escrow Agreement”), to be dated as of December 19, 2006, among the Company, the Trustee and U.S. Bank National Association, as escrow agent (the “Escrow Agent”), the gross proceeds from the Offering, including the Initial Purchasers’ discount, will be placed in an escrow account (the “Escrow Account”) with the Escrow Agent. Pending (i) the release of the funds in the Escrow Account upon stockholder approval of the Merger and the Authorized Share Increase (as defined below) to pay the merger consideration in connection with the Merger upon the exemption therefrom provided by Section 4(2terms described in the Offering Memorandum (as defined below) and other costs payable in connection with the Merger and general purposes or (ii) application of the Securities Actfunds in the Escrow Account for payment of the redemption price in connection with a Special Mandatory Redemption (as defined in the Indenture), such funds will be invested by the Escrow Agent only in specified securities such as a money market fund meeting the criteria of Rule 2a-7 under the Investment Company Act of 1940, as amended, or in securities that are direct obligations of, or obligations guaranteed as to principal and interest by, the United States. The Escrow Agreement will provide that the Escrow Agent will release the funds as directed by the Trustee upon satisfaction of certain conditions and that the Merger will occur immediately after the release of the funds. If the Company’s stockholders have not approved the Merger and certain amendments to the Company’s certificate of incorporation on or before May 31, 2007, or prior to such date the Company’s stockholders vote not to approve the Merger or certain amendments to the Company’s certificate of incorporation, the funds in the Escrow Account will be released to redeem all of the Notes at 100% of the principal amount plus any interest income earned on the funds in the Escrow Account. While the gross proceeds from the Offering are held in the Escrow Account, the Trustee will have a perfected first priority security interest in the gross proceeds, pursuant to the terms of a Pledge and Security Agreement (the “Security Agreement”), to be dated as of December 19, 2006, between the Company and the Trustee, as collateral agent (the “Collateral Agent”), which security interest will have been perfected pursuant to a Control Agreement (the “Control Agreement”) dated as of December 19, 2006 among the Company, the Collateral Agent, the Escrow Agent and U.S. Bank, National Association, as securities intermediary. (c) In connection with the sale of the Purchased SharesSecurities, the Company has prepared and delivered to the Initial Purchasers an Offering Memorandum, dated December 12, 2006, in form and substance satisfactory to the Initial Purchasers and a preliminary offering memorandum Supplement to Offering Memorandum dated December 15, 2005 2006 (together, the “Offering Memorandum”), and a Preliminary Offering Memorandum, dated November 22, 2006, and Supplements to Preliminary Offering Memorandum dated December 7, 2006 and December 11, 2006, each in form and substance satisfactory to the Initial Purchasers (together, the “Preliminary Offering Memorandum”) and an offering memorandum dated the date hereof, along with the term sheet to the offering memorandum (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate each incorporates by reference the following filings by the Company’s : (i) Annual Report Registration Statement on Form 10-K for S-1 filed with the year ended December 31Securities and Exchange Commission (the “Commission”) on March 9, 2004, 2006; (ii) Annual Report Post-Effective Amendment No. 1, filed March 15, 2006, to Registration Statement on Form 10-K/A for the year ended December 31, 2003, S-1; (iii) Quarterly Report Prospectus dated March 15, 2006, filed with the Commission on Form 10-Q for the quarters ended March 3116, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and 2006; (iv) Current Reports on Form 8-K filed with the Commission on February March 21, 2006, March 27, 2006, April 14, 2006, September 29, 2006 and November 21, 2006; (v) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, filed with the Commission on May 15, 20052006, April 1August 14, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) 2006 and November 2314, 2005 2006, respectively; and (other than information in the documents that is deemed not to be “filed” vi) Preliminary Proxy Statement on Schedule 14A, filed with the Commission) Commission on November 20, 2006 (the “Proxy Statement”). (all such documents listed in clauses (i) through (ivvi) above (including any exhibits thereto that are expressly incorporated by reference therein) are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Preliminary Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto as of the date of this Agreement and the Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering, including without limitation the Current Report on Form 8-K filed with the Commission on December 15, 2006. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Preliminary Offering Memorandum in connection with the offering and resale of the Purchased Shares Securities by the Initial Purchasers. The Company understands that the Initial Purchasers propose to make an offering of the Purchased Shares only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers . (“QIBs”d) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and Indenture, the Registration Rights Agreement, the Escrow Agreement and the Security Agreement are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein ---------------- contained, the Company proposes Notes Issuers propose to issue and sell to the Initial Purchasers an $115,000,000 aggregate principal amount of 1,650,000 shares their 9 7/8% Senior Subordinated Notes due 2009 (the “Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”"Notes"). The Purchased Shares shall obligations of the Notes Issuers under the Indenture (as defined herein) and the Notes will be convertible into shares unconditionally guaranteed (the “Conversion Shares”) of common stock"Guarantees"), par value $0.20 per shareon a joint and several basis, by each ACN Guarantor and, at and as of the Company Effective Time (the “Common Stock”as defined herein), subject to and by each Muzak Subsidiary (as defined herein) (in accordance with such capacity, the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”"Muzak Guarantors"). The Purchased Shares Notes and the Conversion Shares Guarantees are to be issued pursuant to the Indenture (the "Indenture"), to be dated March 18, 1999, among the Notes Issuers, the Guarantors and State Street Bank and Trust Company, a Massachusetts banking corporation, as trustee (the "Trustee"). The Notes and the Guarantees are hereinafter referred to collectively as the “"Securities.” " The Notes Issuers and the Guarantors are herein collectively referred to as the "Issuers." The sale of the Purchased Shares Securities to the Initial Purchasers (the “"Offering”") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. At the Effective Time, the Muzak Guarantors will become parties to this Agreement by executing a counterpart to this Agreement and delivering it to the Initial Purchasers. In connection with the sale of the Purchased SharesSecurities, the Company has prepared a preliminary offering memorandum dated December 15February 25, 2005 1999 (the “"Preliminary Offering Memorandum”") and an a final offering memorandum dated the date hereof, along with hereof (the term sheet to the offering memorandum (collectively the “Offering "Final Memorandum”"), each setting forth information regarding the Company, the Securities and or including a description of the terms of the Offering Securities, the terms of the Offering, the other Transactions (as defined herein) and the transactions contemplated by thereby and hereby, a description of the Offering Documents Notes Issuers and Old Muzak (as defined below)herein) and any material developments relating to the Company and Old Muzak occurring after the date of the most recent financial statements included therein. The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2004, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24, 2005 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 2005, April 1, 2005, April 21, 2005, May 3, 2005, May 13, 2005 (but only as to Item 8.01) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares by the Initial Purchasers. The Company understands Issuers understand that the Initial Purchasers propose to make an offering of the Purchased Shares Notes only on the terms and in the manner set forth in the Offering Final Memorandum and Sections 3, 4 and 10 Section 9 hereof as soon as the Initial Purchasers deem advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers reasonably believe to be qualified institutional buyers (“"QIBs”") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“"Rule 144A”"), in transactions under Rule 144A. 144A and outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21March 18, 2005, 1999 among the parties hereto (the “"Registration Rights Agreement”") pursuant to which the Company Issuers will agree, among other things, to file (i) a registration statement (the “"Registration Statement”") on the appropriate form with the Commission registering the resale of Notes or the Securities Exchange Notes (as defined in the Registration Rights Agreement) under the Securities Act or (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the Registration Rights Agreement) by the Initial Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. The Securities are being issued in connection with the merger of Muzak Limited Partnership, a Delaware limited partnership ("Old Muzak"), with and into the Company (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of January 29, 1999, among the Company, Holdings, Old Muzak, MLP Acquisition L.P., a Delaware limited partnership and the managing general partner of Old Muzak and Music Holdings Corp., a Delaware corporation and the general partner of MLP Acquisition (the "Merger Agreement"). At the time of the Merger, the Company will change its name to Muzak LLC. In connection with the Merger, the Company will: (i) enter into a new senior secured credit facility that provides for $135 million of term loans and a $35 million revolving credit facility (the "New Credit Agreement"); (ii) receive a cash equity investment of approximately $59.9 million from Holdings (the "Equity Contribution"); and (iii) complete a tender offer and consent solicitation for the outstanding 10% Senior Notes due 2003 of Old Muzak (the "Muzak Notes") (the "Tender Offer"). The date and time of the consummation of the Merger is referred to herein as the "Effective Time." In addition, (i) Holdings has entered into a Contribution Agreement dated as of February 19, 1999 with Capstar Broadcasting Corporation ("Capstar") pursuant to which Capstar agreed to contribute to Holdings certain Muzak franchises principally in exchange for equity interests in Holdings (the "Pending Capstar Acquisition") and (ii) the Company has entered into a Stock Purchase Agreement dated as of February 18, 1999 with Carolina Georgia Sound, Inc. pursuant to which the Company acquired Electro Systems Corporation, an owner of Muzak franchises (the "Electro Systems Acquisition"). Concurrently with the Tender Offer, the Company is soliciting consents (the "Consent Solicitation") from holders of the Muzak Notes to amendments (the "Proposed Amendments") to certain of the provisions in the Indenture governing the Muzak Notes (the "Muzak Indenture") as described in the Offer to Purchase and Consent Solicitation Statement dated February 8, 1999. After receipt of the required consents from the holders of the Muzak Notes, Old Muzak and the trustee under the Muzak Indenture will enter into a supplemental indenture to give effect to the Proposed Amendments (the "Supplemental Indenture"). Unless otherwise indicated, the use its best efforts of the term Tender Offer herein shall be deemed to cause any such Registration Statement include the Consent Solicitation. The Merger Agreement and the documents entered into in connection therewith are herein collectively referred to be declared effective. as the "Merger Documents." This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and Exchange Notes, the Private Exchange Notes, the Registration Rights Agreement and the Indenture are herein collectively referred to as the “"Offering Documents.”" The Merger Documents, the Offering Documents, the New Credit Agreement, and all the documents related to the Equity Contribution, the Pending Capstar Acquisition, the Electro Systems Acquisition and the Tender Offer are herein collectively referred to as the "Transaction Documents." The Merger, the issuance of the Securities, the Equity Contribution, the Pending Capstar Acquisition, the Electro Systems Acquisition and the Tender Offer and the transactions contemplated by the New Credit Agreement are herein collectively referred to as the "Transactions."

The Transactions. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $65,000,000 aggregate principal amount of 1,650,000 shares its 3.0% Convertible Senior Subordinated Notes due 2024 (the “"Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”Notes"). In addition, the Company has granted to the Initial Purchasers Purchaser an option to purchase up to an additional 600,000 shares $15,000,000 aggregate principal amount of its Series B 3.0% Convertible Preferred Stock Senior Subordinated Notes due 2024 (the “"Optional Shares” Notes" and, together with the Firm SharesNotes, the “Purchased Shares”"Notes"). The Purchased Shares Notes shall be convertible into shares (the “"Conversion Shares”") of common stock, par value $0.20 0.01 per share, of the Company (the “"Common Stock”"), subject to and in accordance with the terms of the Company’s Certificate Notes. The Notes will (i) have the terms and provisions which are described in the Offering Memorandum (as defined below) under the heading "Description of Designation Notes" and such other terms as are customary and (ii) be issued pursuant to the provisions of the Series B Convertible Preferred Stock Indenture (the “Certificate "Indenture"), to be dated December 6, 2004, between the Company and The Bank of Designation”New York Trust Company, N.A., a national banking association, as trustee (the "Trustee"). The Purchased Shares Notes and the Conversion Shares are hereinafter referred to collectively as the “"Securities.” " The sale of the Purchased Shares Notes to the Initial Purchasers Purchaser (the “"Offering”") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesNotes, the Company has prepared a preliminary offering memorandum dated December 15November 29, 2005 2004 (the “"Preliminary Offering Memorandum”") and an offering memorandum dated the date hereof, along with hereof (the term sheet to the offering memorandum (collectively the “"Offering Memorandum”"), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will incorporate by reference the Company’s 's (i) Annual Report on Form 10-K for the year ended December 31, 20042003, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters ended March 31, 2004, June 30 30, 2004 and September 30, 2005; 2004, (iii) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 2412, 2005 2004 and (iv) Current Reports on Form 8-K filed with the Commission on February 15, 200526, April 1, 20052, April 21, 200530, May 314, 2005July 27, May September 24, October 13, 2005 (but only as to Item 8.01) October 22, October 26, November 5 and November 2330, 2005 2004, together with Form 8-K/A filed with the Commission on May 10, October 28 and November 29, 2004 (other than information in the documents that is deemed not to be “filed” filed with the Securities and Exchange Commission ("Commission")) (all such documents listed in clauses (i) through (iv) referred to herein as the “"Incorporated Documents”"). Any references herein to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Notes by the Initial PurchasersPurchaser. The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Purchased Shares Notes only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers (“"QIBs”") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“"Rule 144A”"), in transactions under Rule 144A. The Initial Purchasers Purchaser and their respective its direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 216, 2005, 2004 among the parties hereto (the “"Registration Rights Agreement”") pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “"Registration Statement”") on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best reasonable efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and the Registration Rights Agreement and the Indenture are herein referred to as the “"Offering Documents.”"

The Transactions. (a) Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers an Purchaser $38,000,000 aggregate principal amount of 1,650,000 shares its 6% Senior Convertible Notes due 2010 (the “"Firm Shares”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”Notes"). In addition, the Company has granted to the Initial Purchasers Purchaser an option to purchase up to an additional 600,000 shares $7,000,000 aggregate principal amount of its Series B 6% Senior Convertible Preferred Stock Notes due 2010 (the “"Optional Shares” Notes" and, together with the Firm SharesNotes, the “Purchased Shares”"Notes"). The Purchased Shares Notes shall be convertible into shares (the “Conversion Shares”) of common stock, par value $0.20 0.01 per share, of the Company (the “"Common Stock”), subject to and in accordance with the terms of the Company’s Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”" or "Conversion Shares"). The Purchased Shares Notes will be issued pursuant to the provisions of the Indenture (the "Indenture"), to be dated July 26, 2005, between the Company and Wachovia Bank, National Association, as trustee (the "Trustee"). The Notes and the Conversion Shares are hereinafter referred to collectively as the “"Securities.” " (b) The sale of the Purchased Shares Notes to the Initial Purchasers Purchaser (the “"Offering”") will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. . (c) In connection with the sale of the Purchased SharesNotes, the Company has prepared a preliminary offering memorandum memorandum, dated December July 15, 2005 (the “"Preliminary Offering Memorandum”) "), and will prepare an offering memorandum memorandum, dated the date hereof, along with in form and substance satisfactory to you (the term sheet to the offering memorandum (collectively the “"Offering Memorandum”"), each setting forth information regarding the Company, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below). The Preliminary Offering Memorandum and the Offering Memorandum will attach as Exhibits A and B and incorporate by reference the Company’s 's (i) Annual Report on Form 10-K for the year ended December 31, 2004, 2004 ("Exhibit A") and (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report on Form 10-Q for the quarters quarter ended March 31, June 30 and September 302005 (collectively with Exhibit A, 2005; (iii) Definitive Proxy Statement for the annual meeting of stockholders of "Exhibits"). The Offering Memorandum will incorporate by reference the Company held on May 24, 2005 and (iv) Company's Current Reports on Form 8-K filed with the Commission on February 15January 3, 2005, January 12, 2005, March 18, 2005, March 28, 2005, April 1, 2005, April 2126, 2005, April 29, 2005, May 20, 2005, May 31, 2005 (Item 1.01 and Exhibit 99.1 of Item 9.01 only), June 3, 2005, May 13June 7, 2005, June 22, 2005 (but only as to Item 8.01) and November 23July 11, 2005 (other than information in the documents that is deemed not to be “filed” with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as and the “Exhibits collectively, the "Attached and Incorporated Documents”"). Any references herein to the Preliminary Offering Memorandum or and the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Attached and Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Notes by the Initial Purchasers. Purchaser. (d) The Company understands that the Initial Purchasers propose Purchaser proposes to make an offering of the Purchased Shares Notes only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 3 and 4 and 10 hereof as soon as the Initial Purchasers deem Purchaser deems advisable after this Agreement has been executed and delivered, to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers (“"QIBs”") as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“"Rule 144A”"), in transactions under Rule 144A. 144A. (e) The Initial Purchasers Purchaser and their respective its direct and indirect transferees of the Purchased Shares Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005the Closing Date (as hereinafter defined), among the parties hereto (the “"Registration Rights Agreement”") pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “"Registration Statement”") on the appropriate form with the Commission registering the resale of the Securities under the Securities Act Act, and (ii) to use its best commercially reasonable efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering MemorandumSecurities, the Offering Memorandum and the Registration Rights Agreement and the Indenture are herein referred to as the “"Offering Documents.”"

The Transactions. Subject to the terms and conditions herein contained, the Company proposes and the Guarantors (as defined below), severally but not jointly, propose to issue and sell to the Initial Purchasers an Purchaser $32,000,000 aggregate principal amount of 1,650,000 shares the Company’s 6.75% Convertible Senior Notes due 2017 (the “Firm SharesNotes”) of its 5.375% Series B Cumulative Convertible Preferred Stock, par value $1.00 per share and the Guarantees (liquidation preference $50.00 per share) (the “Series B Convertible Preferred Stock”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional 600,000 shares of its Series B Convertible Preferred Stock (the “Optional Shares” and, together with the Firm Shares, the “Purchased Shares”as defined below). The Purchased Shares Notes shall be convertible into 256.4103 shares (the “Conversion Shares”) of common stock, par value $0.20 per share0.01, of the Company (the “Common Stock”), subject per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The Common Stock into which the Notes may be converted are referred to herein as the “Conversion Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of Notes.” The Notes will be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated June 19, 2012, between the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional guarantee in accordance with the terms of the Company’s Certificate of Designation of Indenture, and their respective successors and assigns (collectively, the Series B Convertible Preferred Stock “Guarantors”), pursuant to their guarantees (the “Certificate of DesignationGuarantees”). The Purchased Notes, the Conversion Shares and the Conversion Shares Guarantees hereinafter are hereinafter referred to collectively as the “Securities.” The sale of the Purchased Shares Notes and the Guarantees to the Initial Purchasers Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Purchased SharesNotes and the Guarantees, the Company has and the Guarantors: (i) have prepared a preliminary offering memorandum dated December 15June 5, 2005 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, along with the term sheet in form and substance reasonably satisfactory to the offering memorandum you (collectively the “Offering Memorandum”), each setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended December 31September 30, 20042011, (ii) Annual Report on Form 10-K/A for the year ended December 31, 2003, (iii) Quarterly Report Reports on Form 10-Q for the quarters ended March 31, June 30 and September December 30, 2005; 2011 and Xxxxx 00, 0000, (iiixxx) Definitive Proxy Statement for the annual meeting of stockholders of the Company held on May 24January 31, 2005 and 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 156, 20052012, February 7, 2012, April 14, 20052012, April 2116, 20052012, May 314, 20052012, May 13and June 4, 2005 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (but only v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as to Item 8.01amended (File Nos. 000-50499 and 001-31650) and November 23, 2005 (other than information in the documents that is deemed not to be “filed” filed with the Commission) (all such documents listed in clauses (i) through (ivv) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments theretothereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirms confirm that it has they have authorized the use of the Preliminary Offering Memorandum Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Purchased Shares Notes and the Guarantees by the Initial PurchasersPurchaser. The Company understands and the Guarantors understand that the Initial Purchasers propose Purchaser proposes to make an offering of the Purchased Shares Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchasers deem Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons in the United States whom the Initial Purchasers Purchaser reasonably believe believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchasers and their respective direct and indirect transferees of the Purchased Shares will be entitled to the benefits of the Registration Rights Agreement to be dated as of December 21, 2005, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Preliminary Offering Memorandum, the Offering Memorandum Securities and the Registration Rights Agreement Indenture are herein referred to as the “Offering Documents.”