35,623,410 Senior Subordinated PIK Notes due 2014 Purchase Agreement

Exhibit 10.1

EXECUTION COPY

$35,623,410

Senior Subordinated PIK Notes due 2014

Purchase Agreement

dated as of June 27, 2008

among

NEXSTAR BROADCASTING, INC.

as Issuer,

NEXSTAR BROADCASTING GROUP, INC.

as Guarantor,

and

AMERICAN GENERAL LIFE INSURANCE COMPANY

AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK

AIG LIFE INSURANCE COMPANY

AIG GLOBAL FUNDS – AIG STRATEGIC BOND FUND

AIG GLOBAL FUNDS – AIG US HIGH YIELD BOND FUND

EMPLOYEES RETIREMENT SYSTEM OF TEXAS

FIRST SUNAMERICA LIFE INSURANCE COMPANY

EMD INVEST F.M.B.A.

AMERICAN INTERNATIONAL GROUP, INC. RETIREMENT PLAN

STICHTING PENSIOENFONDS MEDISCH SPECIALISTEN

STICHTING PENSIOENFONDS VOOR HUISARTSEN

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

as Purchasers

TABLE OF CONTENTS

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Purchase Agreement

June 27, 2008

American General Life Insurance Company

American General Life and Accident Insurance Company

American International Life Assurance Company of New York

AIG Life Insurance Company

AIG Global Funds – AIG Strategic Bond Fund

AIG Global Funds – AIG US High Yield Bond Fund

Employees Retirement System of Texas

First SunAmerica Life Insurance Company

EMD Invest F.M.B.A.

American International Group, Inc. Retirement Plan

Stichting Pensioenfonds Medisch Specialisten

Stichting Pensioenfonds Voor Huisartsen

The United States Life Insurance Company in the City of New York

The Variable Annuity Life Insurance Company

c/o AIG Global Investment Corp., as Representative of the several Purchasers

2929 Allen Parkway, A37-01

Houston, Texas 77019-2155

Ladies and Gentlemen:

Nexstar Broadcasting, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Purchasers named in Schedule I (the “Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule I of the Company’s Senior Subordinated PIK Notes due 2014 (the “Notes”).

The Notes will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2(b) hereof) (the “Indenture”), among the Company and The Bank of New York, as trustee (the “Trustee”) substantially in the form of Exhibit C hereto, as supplemented by the First Supplemental Indenture thereto among the Company, Nextar Broadcasting Group, Inc., a Delaware corporation (the “Guarantor”), and the Trustee, substantially in the form of Exhibit D hereto. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”).

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantor and the Purchasers, pursuant to which the Company will agree to file, subject to certain exceptions, by December 31, 2009, a registration statement with the Securities and Exchange Commission (the “Commission”) registering the Exchange Securities (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder); provided that if by December 31, 2009 the Company or any of its Affiliates (as defined in Section 1(b))

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has entered into a binding and irrevocable agreement to sell all equity interests in the Company (by way of merger or otherwise) or all of the Company’s assets (subject only to approval of license transfer by the Federal Communications Commission (the “FCC”)), then such date shall be extended to June 30, 2010.

The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined in the Registration Rights Agreement) will be fully and unconditionally guaranteed on a senior subordinated basis by the Guarantor pursuant to its guarantee (the “Guarantee.”) The Notes and the Guarantee attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes, if any, and the Guarantee attached thereto are herein collectively referred to as the “Exchange Securities.”

The Securities are to be offered and sold to the Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred after the Closing Date, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulations S (“Regulation S”) thereunder).

The Company and the Guarantor hereby confirm their agreement with each of the Purchasers as follows:

SECTION 1. Representations and Warranties . The Company and each Guarantor hereto, jointly and severally, hereby represent, warrant and covenant to each Purchaser on the date hereof and on the Closing Date, as follows:

(a) No Registration Required . Subject to compliance by each Purchaser with the representations and warranties set forth in Section 7 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchasers in the manner contemplated by this Purchase Agreement (this “Agreement”) to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

(b) No Integration of Offerings or General Solicitation . None of the Company, the Guarantor, their respective affiliates as such term is defined in Rule 501 under the Securities Act (each, an “Affiliate”), or any person acting on their behalf (other than the Purchasers, as to whom neither the Company nor the Guarantor makes any representation or warranty) has directly or indirectly, (i) solicited any offer to buy or offered to sell, nor will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require any of the Securities to be registered under the Securities Act or (ii) engaged or

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will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(c) Eligibility for Resale Under Rule 144A . The Securities are not of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. automated interdealer quotation system.

(d) The Purchase Agreement . This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor and is a valid and binding agreement of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(e) The Registration Rights Agreement . The Registration Rights Agreement has been duly authorized and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantor and will be a valid and binding agreement of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company and the Guarantor will agree to file with the Commission, under the circumstances set forth therein, a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Securities (the “Exchange Securities”) to be offered in exchange for the Securities (the “Exchange Offer”) and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Securities, and in each case, to use its reasonable best efforts to cause such registration statements to be declared effective.

(f) Authorization of the Securities . The Notes to be purchased by the Purchasers from the Company will be in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and, at the Closing Date, the Indenture will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

(g) Authorization of the Exchange Securities . The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange

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Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity and will be entitled to the benefits of the Indenture.

(h) Authorization of the Indenture . The Indenture has been duly authorized by the Company and the Guarantor and, at the Closing Date, will have been duly executed and delivered by the Company and the Guarantor, and will, when executed by the Trustee, constitute a valid and binding agreement of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

(i) Authorization of the Guarantee . The Guarantee in the respective form contemplated by the Indenture, has been duly authorized by the Guarantor and, at the Closing Date, will have been duly executed and delivered by the Guarantor and, when the Notes have been issued and authenticated in accordance with the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, will constitute a valid and binding obligation of the Guarantor, enforceable in accordance with their terms, as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and will be entitled to the benefits of the Indenture.

(j) No Material Adverse Change . Since the filing of the Guarantor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (filed with the Commission on May 9, 2008), (i) there has been no Material Adverse Change (as hereinafter defined); (ii) the Company, the Guarantor and their respective subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or the Guarantor or, except for dividends paid to the Company, the Guarantor or their respective subsidiaries, any of their respective subsidiaries on any class of capital stock or membership or other equity interests, or repurchase or redemption by the Company, the Guarantor or their respective subsidiaries of any class of capital stock or membership or other equity interests.

(k) Preparation of the Financial Statements . The consolidated financial statements of the Company and the Guarantor included in their most recent Annual Report on Form 10-K filed with the Commission present fairly the consolidated financial position of the Company, the Guarantor and their respective subsidiaries as of and at the dates specified in such filing and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

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(l) Incorporation and Good Standing of the Company, the Guarantor, Etc . Each of the Company, the Guarantor and their respective subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as it is presently conducted and, to the extent each is a party thereto, to enter into and perform their obligations under each of this Agreement, the Registration Rights Agreement, the Securities, the Exchange Securities and the Indenture. Each of the Company, the Guarantor and their respective subsidiaries is duly qualified as a foreign corporation or limited liability company to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim other than those currently granted pursuant to the Company’s and the Guarantor’s existing senior credit facilities. Neither the Company nor the Guarantor owns or controls, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule II hereto. None of the outstanding capital stock of any subsidiary of the Company were issued in violation of any preemptive or similar rights of any member or other security holders of such subsidiary.

As used in this Agreement, the term “Material Adverse Change” means any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company, the Guarantor and their respective subsidiaries, considered as one entity.

(m) Capitalization . All of the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of common stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Quarterly Report on Form 10-Q of the Guarantor for the quarter ended March 31, 2008.

(n) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required . None of the Company, the Guarantor or any of their respective subsidiaries is in violation of its charter, by-laws or other formation document, as the case may be, is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company, the Guarantor or any of their respective subsidiaries, is a party or by which it or any of them may be bound or to which any of the property or assets of the Company,

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the Guarantor or any of their respective subsidiaries is subject (each, an “Existing Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company’s and the Guarantor’s execution, delivery and performance, as applicable, of this Agreement, the Registration Rights Agreement and the Indenture, and the issuance and delivery of the Securities and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, by-laws or other organizational document, as the case may be, of any of the Company, the Guarantor or any of their respective subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Company, the Guarantor or any of their respective subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company, the Guarantor or any of their respective subsidiaries and (iv) will not require any consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, except such as have been obtained or made and are in full force and effect under the Securities Act, the rules and regulations of the FCC, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the obligations under the Registration Rights Agreement. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantor or any of their respective subsidiaries.

(o) No Material Actions or Proceedings . There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company, the Guarantor or any of their respective subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company, the Guarantor or any of their respective subsidiaries, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company, the Guarantor or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company, the Guarantor or their respective subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

(p) Intellectual Property Rights . The Company, the Guarantor or their respective subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. None of the Company, the Guarantor or their respective subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a

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Material Adverse Change. None of the technology employed by the Company, the Guarantor or their respective subsidiaries has been obtained or is being used by any of them in violation of any contractual obligation binding on it, or to the Company’s knowledge, any of their officers, directors or employees or otherwise in violation of the rights of any person.

(q) All Necessary Permits, Etc . The Company, the Guarantor and each of their respective subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and none of the Company, the Guarantor nor any of their respective subsidiaries has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

(r) FCC Licenses . (i) The Company, the Guarantor and their respective subsidiaries hold such validly issued FCC licenses and authorizations as are necessary to operate their respective television stations (the “Stations”) as they are currently operated (collectively, the “FCC Licenses”), and each such FCC License is in full force and effect. The Stations and FCC Licenses of the Company, the Guarantor and their respective subsidiaries are listed on Schedule III hereto, and each of such FCC Licenses has the expiration date indicated on Schedule III.

(ii) The Company has no knowledge of any condition imposed by the FCC as part of any FCC License, which condition is neither set forth on the face thereof as issued by the FCC nor contained in the rules and regulations of the FCC or the Communications Act of 1934, as amended (the “Communications Act”) applicable generally to stations of the type, nature, class or location of the Station in question. Each Station has been and is being operated in all material respects in accordance with the terms and conditions of the FCC Licenses applicable to it and the rules and regulations of the FCC and the Communications Act.

(iii) No proceedings are pending or to the knowledge of the Company are threatened which may result in the revocation, modification, non-renewal or suspension of any of the FCC Licenses, the denial of any pending applications, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to any Station or its operations, other than any matters which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change and proceedings affecting the television broadcasting industry in general.

(iv) All reports, applications and other documents required to be filed by the Company, the Guarantor and each of their respective subsidiaries with the FCC with respect to the Stations and the issuance and the sale of the Securities contemplated hereby have been timely filed, and all such reports, applications and documents are true, correct and complete in all respects, except where the failure to make such timely filing or any inaccuracy therein would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and the Company has no knowledge of any matters that would reasonably be expected to result in the suspension or revocation of or the refusal to renew any of the FCC Licenses or the imposition on the Company, the Guarantor or any of their respective subsidiaries of any material fines or forfeitures by the FCC, or which would reasonably be expected to result in the

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suspension, revocation, rescission, reversal or modification of any Station’s authorization to operate as currently authorized under the rules and regulations of the FCC and the Communications Act.

(v) There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations.

(s) Network Affiliation Agreements . Each of the network affiliation agreements between the broadcast television stations owned or operated by the Company, the Guarantor or any of their respective subsidiaries and CBS Television Network, NBC TV Network, American Broadcasting Companies, Inc., FOX Broadcasting Company or United Paramount Network, respectively, have been duly authorized, executed and delivered by the Company, the Guarantor or the respective subsidiary and constitute valid and legally binding agreements of the respective parties thereto.

(t) Local Services Agreements . The Local Service Agreements between the Company, the Guarantor or their respective subsidiaries and the other parties thereto listed on Schedule IV hereto are a complete list of the Local Service Agreements entered into by the Company, the Guarantor or their respective subsidiaries and have been duly authorized, executed and delivered by the Company, the Guarantor or their respective subsidiaries and constitute valid and legally binding agreements of the respective parties thereto.

(u) Condition of Stations . All of the material properties, equipment and systems of the Company, the Guarantor and each of their respective subsidiaries, and the Stations owned and/or operated by them are, and all material properties, equipment and systems to be added in connection with any contemplated Station expansion or construction will be, in a condition which is sufficient for the operation thereof in accordance with the past practice of the Station in question, and are and will be in compliance with all applicable standards, rules or requirements imposed by (a) any governmental agency or authority, including, without limitation, the FCC and (b) any FCC License, in each case except where such noncompliance or condition could not reasonably be expected to result in a Material Adverse Change.

(v) Title to Properties . The Company, the Guarantor and each of their respective subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(j) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company, the Guarantor or any of their respective subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company, the Guarantor or any of their respective subsidiaries are held under valid and enforceable leases, with such exceptions as do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company, the Guarantor or any of their respective subsidiaries.

(w) Tax Law Compliance . The Company, the Guarantor and their respective consolidated subsidiaries have filed all necessary federal, state and foreign income and franchise

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tax returns and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except with respect to any such state or foreign taxes where such failure to make such filings or pay such taxes would not result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company, the Guarantor or any of their consolidated subsidiaries, as the case may be, has not been finally determined.

(x) Company Not an “Investment Company” . The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, or after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company Act, and the Company will conduct its business in a manner so that it will not become subject to the Investment Company Act.

(y) Insurance . Each of the Company, the Guarantor and their respective subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses, including, but not limited to, policies covering real and personal property owned or leased by the Company, the Guarantor or their respective subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it, the Guarantor or any of their respective subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. None of the Company, the Guarantor or any of their respective subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(z) No Price Stabilization or Manipulation . Neither the Company nor the Guarantor has taken or will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(aa) Company’s Accounting System . The Company and the Guarantor maintain a system of accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(bb) ERISA Compliance . The Company, the Guarantor and their respective subsidiaries, each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company,

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the Guarantor, their respective subsidiaries or their “ERISA Affiliates” (as defined below) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the Guarantor, or any of their respective subsidiaries, any member of a group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company, the Guarantor or any of their respective subsidiaries is a member. No “reportable event” (as described in Section 4043(c) of ERISA), other than any such event for which the 30-day notice requirement has been waived pursuant to applicable regulations) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, the Guarantor, any of their respective subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” subject to Title IV of ERISA established or maintained by the Company, the Guarantor, any of their respective subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have an “amount of unfunded benefit liabilities” (as defined in Section 4001(a)(16) and 4001(a)(18) of ERISA) that would reasonably be expected to result in a Material Adverse Change. Neither the Company, the Guarantor, any of their respective subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (or a favorable determination letter has been requested within the applicable remedial amendment period), and nothing has occurred, whether by action or failure to act, which would adversely affect the qualified status of such plan. The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company and the Guarantor to each Purchaser in the immediately preceding sentence is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 2(g) as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by such Purchaser.

(cc) No Outstanding Loans or Other Indebtedness . There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company, the Guarantor or any of their respective subsidiaries to or for the benefit of any of the officers or directors of the Company, the Guarantor or any of their respective subsidiaries or any of the members of any of them, except as disclosed in the Guarantor’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

(dd) Compliance with Laws . The Company has not been advised, and has no reason to believe, that the Company and the Guarantor are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which they are conducting business, except where failure to be so in compliance would not result in a Material Adverse Change.

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(ee) Foreign Assets Control Regulations, Etc .

(i) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(ii) Neither the Company nor any subsidiary of the Company (A) is an entity described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti Terrorism Order or (B) engages in any dealings or transactions with any such entity. The Company and its subsidiaries are in compliance, in all material respects, with the United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

(iii) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such act applies to the Company.

(ff) Status under Certain Statutes . Neither the Company nor any subsidiary of the Company is subject to regulation under the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Any certificate signed by an officer of the Company or the Guarantor and delivered to the Purchasers or to counsel for the Purchasers shall be deemed to be a representation and warranty by the Company or the Guarantor to the Purchasers as to the matters set forth therein.

SECTION 2. Purchase, Sale and Delivery of the Securities .

(a) The Securities . The Company agrees to issue and sell to the several Purchasers, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, each of the Purchasers agrees, severally and not jointly, to purchase from the Company the number of Notes set forth opposite its name on Schedule I, at a purchase price equal to 98.25% of the principal amount thereof payable on the Closing Date.

(b) The Closing Date . Delivery of certificates for the Securities in definitive form to be purchased by the Purchasers and payment therefor shall be made at the offices of Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York 10022 (or such other place as may be agreed to by the Company and the Purchasers) at 9:00 a.m. New York City time, on June 30, 2008 (the time and date of such closing are called the “Closing Date”).

(c) Delivery of the Securities . The Company shall deliver, or cause to be delivered, to the Purchasers certificates for the Securities on the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price

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therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Purchasers.

(d) Purchasers as Qualified Purchasers . Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a “qualified institutional buyer” within the meaning of Rule 144A (“Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501 under the Securities Act.

(e) No Sales by General Solicitation or General Advertising . Each Purchaser, severally and not jointly, represents and warrants that neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D).

(f) Resale of Securities . Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that such Purchaser has not and will not make offers of the Securities purchased hereunder except solely to (i) persons whom such Purchaser reasonably believes to be Qualified Institutional Buyers, and (ii) persons permitted to purchase the Notes in offshore transactions in reliance upon Regulation S under the Securities Act (such persons specified in clauses (i) and (ii) are the “Subsequent Purchasers” referred to herein).

(g) Source of Funds . Each Purchaser, severally and not jointly, represents and warrants that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to the pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(i) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Class Exemption (“PTE”) 95–60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with th