April 25, 2006

Wachovia Capital Markets, LLC

One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288

Ladies and Gentlemen:

Compression Polymers Holding Corporation, a Delaware corporation (the “ Issuer ”), Compression Polymers Holding II Corporation, a Delaware corporation (“ Holdings ”), and each of the Guarantors (as hereinafter defined) hereby confirm their agreement with you (the “ Initial Purchaser ”), as set forth below:

The Issuer proposes to issue and sell to the Initial Purchaser $30.0 million aggregate amount of its Floating Rate Notes due 2012 (the “ Notes ”).

The Notes are being issued and sold in connection with the acquisition (the “ Acquisition ”) by the Issuer, of all of the outstanding shares of capital stock of Santana Holdings Corp., a Delaware corporation (“ Santana Holdings ”), the direct parent of Santana Products, Inc., a Delaware corporation (“ Santana ”) pursuant to a Stock Purchase Agreement dated as of April 20, 2006 (the “ Stock Purchase Agreement ”), as described in the Offering Memorandum (as defined below). On or after the Closing Date (as defined below), following the issuance and sale of the Notes to the Initial Purchaser and the satisfaction of all conditions to closing under the Stock Purchase Agreement, the Issuer will acquire Santana Holdings (the “ Acquisition Closing Date ”). The agreements and other documents governing the Acquisition, together with the Stock Purchase Agreement, are collectively referred to herein as the “ Acquisition Documents .”  In addition, on the Closing Date the Issuer will amend its senior secured revolving credit facility (the “ Credit Agreement ” and, together with all other documents related to such facility, the “ Credit Documents ”) among itself, Holdings, the subsidiary guarantors party thereto, the lenders from time to time parties thereto and Wachovia Bank, National Association, as administrative agent for the lenders.

The Notes will be unconditionally guaranteed on a senior basis as to principal, premium, if any, and interest (such guarantees of the Notes under the Indenture, the “ Guarantees ”) by Holdings and the Subsidiaries (as hereinafter defined) (collectively, the “ Guarantors ”). The Notes and the Guarantees are collectively referred to herein as the “ Securities .”  The Notes are to be issued under an Indenture (the “ Indenture ”) dated as of July 5, 2005 by and among the Issuer, the Guarantors and the Trustee.

The Issuer has previously issued $65.0 million in aggregate principal amount of its Senior Floating Rate Notes due 2012 under the Indenture (the “ July Notes ”). The Notes constitute an additional issuance of notes under the Indenture. Except as otherwise described in the Offering Memorandum, the Notes will have identical terms to the July Notes and will be treated as a single class of notes for all purposes under the Indenture.

The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of a registration rights agreement (the “ Registration Rights Agreement ”), pursuant to which the Issuer and the Guarantors will agree, among other things, to file one or more registration statements (the “ Registration Statement(s) ”) with the Securities and Exchange Commission (the “ Commission ”) registering the Securities or the Exchange Securities (as defined in each of the Registration Rights Agreements) under the Securities Act of 1933, as amended (the “ Securities Act ”).

This Agreement, the Notes, the Guarantees, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to collectively as the “ Note Documents .” The Note Documents, the Acquisition Documents and the Credit Documents are hereinafter referred to collectively as the “ Transaction Documents .”  The issuance and sale of the Securities, the Acquisition and the effectiveness of the Credit Documents are collectively referred to as the “ Transactions. ”

The Notes (and the related Guarantees) will be offered and sold through the Initial Purchaser without being registered under the Securities Act to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act (“ Regulation S ”). The Initial Purchaser has advised the Issuer that it will offer and sell the Notes purchased by it hereunder in accordance with Section 3 hereof as soon as the Initial Purchaser deems advisable.

In connection with the sale of the Notes, the Issuer has prepared a preliminary offering memorandum, dated April 25, 2006 (the “ Preliminary Memorandum ”), the Offering Memorandum (as defined below), and a Final Memorandum (as defined below). The Final Memorandum , the Preliminary Memorandum and the Offering Memorandum are each referred to herein as a “ Memorandum. ”  Each Memorandum sets forth certain information concerning the Issuer and the Guarantors, the Notes, the Transactions and the Transaction Documents. The Issuer hereby confirms that it has authorized the use of the Preliminary Memorandum and the Offering Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Notes by the Initial Purchaser in the manner contemplated by this Agreement.

Prior to the time when the sales of the Notes were first made (the “ Time of Sale ”), the Issuer has prepared and delivered to the Initial Purchaser a pricing supplement (the “ Pricing Supplement ”) dated April 25, 2006. The Pricing Supplement, together with the Preliminary Memorandum is referred to herein as the “ Offering Memorandum .”

Promptly after the Time of Sale and in any event no later than the second business day following the Time of Sale, the Issuer will prepare and deliver to the Initial Purchaser a final offering memorandum dated April 25, 2006 (the “ Final Memorandum ”), which will consist of the Preliminary Offering Memorandum with such changes therein, including those required to reflect the information contained in the Pricing Supplement, and from and after the time such Final Memorandum is delivered to the Initial Purchaser, all references herein to the Offering Memorandum shall be deemed to be a reference to both the Offering Memorandum and the Final Memorandum.

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On the Acquisition Closing Date, Santana shall become a party to this Agreement pursuant to a joinder agreement (the “ Joinder Agreement ”) substantially in the form of the joinder agreement attached as Exhibit C hereto.

1.              Representations and Warranties of the Issuer and the Guarantors . The Issuer and the Guarantors jointly and severally represent and warrant to, and agree with, the Initial Purchaser that as of the date hereof:

(a)            The Offering Memorandum at the Time of Sale and the Final Memorandum as of its date (and together with any amendment or supplement thereto), will not as of the Closing Date contain, any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the representations or warranties set forth in this paragraph shall not apply to statements in or omissions from any Memorandum made in reliance upon and in conformity with information furnished in writing to the Issuer by the Initial Purchaser expressly for use therein, as specified in Section 11.

(b)            Each of the Issuer and the Guarantors has been duly organized, is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or organization; each of the Issuer and the Guarantors is duly qualified to do business as a foreign corporation or partnership, as applicable, under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole. “ Material Adverse Effect ” shall mean a material adverse change in or effect on or any development having a prospective material adverse effect on (i) the business, operations, properties, assets, liabilities, condition (financial or otherwise), results of operations or management of the Issuer and the Guarantors, considered as one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Issuer and the Guarantors to perform their obligations under the Notes or the Transaction Documents.

(c)            Each of the Issuer and the Guarantors has full power (corporate and other) to own or lease its properties and conduct its business as described in each Memorandum; and each of the Issuer and the Guarantors has full power (corporate and other) to enter into the Transaction Documents and to carry out all the terms and provisions hereof and thereof to be carried out by it.

(d)            The capitalization of the Issuer shall be as set forth in the Offering Memorandum under the heading “Capitalization.”  All of the subsidiaries of the Issuer are listed on Exhibit B attached hereto (the “ Subsidiaries ”). All of the issued shares of capital stock of the Issuer and the Guarantors have been duly authorized and validly issued and are fully paid and nonassessable, and are owned free and clear of all liens, encumbrances, equities or claims, except as encumbered under the Credit Documents; and none of the outstanding shares of capital stock of the Issuer and the Guarantors was issued in violation

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of the preemptive or other similar rights of any security holder of the Issuer and the Guarantors.

(e)            No Subsidiary is prohibited, directly or indirectly, from paying any dividends to Holdings or the Issuer, from making any other distribution on its capital stock, from repaying to Holdings or the Issuer any loans or advances to such Subsidiary from Holdings or the Issuer or from transferring any of such Subsidiary’s property or assets to Holdings or the Issuer, except as provided by applicable laws or regulations, as permitted by the Indenture or as disclosed in the Offering Memorandum.

(f)             Except for employee and director stock options or as otherwise disclosed in the Offering Memorandum, there are no outstanding (i) securities or obligations of the Issuer or any Guarantor convertible into or exchangeable for any capital stock of the Issuer or any Guarantor, (ii) warrants, rights or options to subscribe for or purchase from the Issuer or any Guarantor any such capital stock or any such convertible or exchangeable securities or obligations or (iii) obligations of the Issuer or any Guarantor to issue any such capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options.

(g)            Deloitte & Touche LLP, who has certified the historical financial statements of Holdings included in the Offering Memorandum and delivered its report with respect to the audited financial statements in the Offering Memorandum, is an independent public accountant with respect to Holdings within the meaning of the Securities Act and the applicable rules and regulations thereunder.

(h)            The financial statements (including the notes thereto) of Holdings in the Offering Memorandum fairly present in all material respects the consolidated financial position, results of operations, cash flows and changes in stockholders’ equity of Holdings and its subsidiaries (or its predecessor entity, as the case may be) as of the dates and for the periods specified therein; since the date of the latest of such financial statements, there has been no change nor any development or event involving a prospective change which has had or could reasonably be expected to have a Material Adverse Effect on the Issuer and its subsidiaries taken as a whole; such financial statements have been prepared in all material respects in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly disclosed in the notes thereto). The assumptions used in preparing the pro forma financial statements included in the Offering Memorandum provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(i)             Subsequent to the date as of which information is given in the Offering Memorandum, (i) none of the Issuer or the Guarantors has incurred any material liability or obligation, direct or contingent, or entered into any material transaction in each case not in the ordinary course of business; (ii) none of the Issuer or the Subsidiaries have purchased

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any of their outstanding capital stock, and have not declared, paid or otherwise made any dividend or distribution of any kind on any class of their capital stock; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Issuer and the Subsidiaries, except as disclosed in the Offering Memorandum.

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

(k)            This Agreement has been duly and validly authorized, executed and delivered by the Issuer and the Guarantors.

(l)             The Indenture has been duly and validly authorized, executed and delivered by the Issuer and the Guarantors and will constitute a valid and legally binding agreement of the Issuer and the Guarantors, enforceable against the Issuer and the Guarantors in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (whether considered in a proceeding in equity or at law); and the Indenture will conform in all material respects to the description thereof in the Offering Memorandum and will be substantially in the form previously delivered to you.

(m)           The Registration Rights Agreement has been duly and validly authorized, and at the Closing Date, will be duly and validly executed and delivered by the Issuer and the Guarantors and will constitute a valid and legally binding agreement of the Issuer and the Guarantors, enforceable against the Issuer and the Guarantors in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (whether considered in a proceeding in equity or at law), and except that rights to indemnity and contribution thereunder may be limited by applicable law and public policy; and the Registration Rights Agreement will conform in all material respects to the description thereof in the Offering Memorandum and will be substantially in the form previously delivered to you.

(n)            The Indenture conforms to the requirements of the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and to the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) applicable to an indenture that is qualified thereunder.

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(o)            The Notes have been duly and validly authorized, and at the Closing Date, will be duly and validly executed and delivered by the Issuer and will constitute valid and legally binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (whether considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture.

(p)            The Exchange Notes (as defined in the Registration Rights Agreement) have been duly and validly authorized by the Issuer and, when the Exchange Notes are duly executed, authenticated, issued and delivered as provided in the Indenture and the Registration Rights Agreement and paid for as provided herein, the Exchange Notes will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (whether considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture.

(q)            The Guarantees have been duly and validly authorized by each of the Guarantors and, assuming that the Notes have been issued and authenticated by the Trustee and delivered by the Issuer against payment by the Initial Purchaser in accordance with the terms of this Agreement and the Indenture, will be legally binding and valid obligations of each of the Guarantors and will be entitled to the benefits of the Indenture, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (whether considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture.

(r)             The execution, delivery and performance by the Issuer of this Agreement and the other Note Documents, the issuance and sale of the Notes and the compliance by the Issuer with all of the provisions of the Notes, the Indenture, the Registration Rights Agreement and this Agreement and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with, result in a breach or violation of, or constitute a default under, any indenture, mortgage, deed of trust or loan agreement, stockholders’ agreement or any other agreement or instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound or any of their respective properties are subject, or with the certificate of incorporation or by-laws of the Issuer or any Guarantor or any statute, rule or regulation or any judgment, order or decree of any governmental authority or court or any arbitrator applicable to the Issuer or any Guarantor, except for conflicts, breaches, defaults or violations that would not, individually or in

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the aggregate, reasonably be expected to have a Material Adverse Effect, or (ii) (assuming the accuracy of the Initial Purchaser’s representations and warranties contained herein) require the consent, approval, authorization, order, registration or filing or qualification with any governmental authority or court, or body or arbitrator having jurisdiction over the Issuer or any Guarantor, except (y) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer, purchase or resale of the Notes by the Initial Purchaser and by Federal and applicable state securities laws with respect to the obligations of the Issuer and the Guarantors under the Registration Rights Agreement and (z) where the failure to obtain such consents, approvals, authorizations, orders, registrations, filings or qualifications could not reasonably be expected to have a Material Adverse Effect.

(s)            No legal or governmental proceedings or investigations are pending or, to the Issuer’s or the Guarantors’ knowledge, threatened to which the Issuer or any Guarantor is a party or to which any of the properties of the Issuer or any Guarantor are subject, other than proceedings accurately described in the Offering Memorandum and such proceedings or investigations that would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(t)             There are no material relationships, direct or indirect, between or among the Issuer or any Guarantor, on the one hand, and the respective directors, officers, stockholders, customers or suppliers of the Issuer or any Guarantor, on the other hand, that would be required to be disclosed by Item 404 of Regulation S-K under the Securities Act that are not so disclosed in the Offering Memorandum.

(u)            Each of the Issuer and the Guarantors is not now nor after giving effect to the issuance of the Notes, the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby or described in the Offering Memorandum, will be (i) insolvent, (ii) left with unreasonably small capital with which to engage in its anticipated business or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due.

(v)            None of the Issuer or the Guarantors or any of their respective Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“ Regulation D ”)) have distributed nor, prior to the later of (i) the Closing Date and (ii) the completion of the distribution of the Notes, will distribute, any offering material in connection with the offering and sale of the Notes other than the Preliminary Memorandum, the Offering Memorandum or any amendment or supplement thereto.

(w)           Since the date of the latest audited financial statements included in the Offering Memorandum (exclusive of any amendment or supplement thereto), otherwise than as set forth in the Offering Memorandum (exclusive of any amendment or supplement thereto), there has not occurred any change or development having a Material Adverse Effect on the Issuer and the Guarantors taken as a whole.

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(x)             Each of the Issuer and the Guarantors has good and marketable title in fee simple to all items of real property and good and marketable title to all personal property owned by each of them that is material to the respective businesses of the Issuer and the Guarantors taken as a whole, free and clear of any pledge, lien, encumbrance, security interest or other defect or claim of any third party except as set forth in each Memorandum and except as would be permitted as a “Permitted Lien” under the Indenture. Any property leased by the Issuer and the Guarantors is held under valid, subsisting and enforceable leases, and there is no known default under any such lease or any other event that with notice or lapse of time or both would constitute a default thereunder, except for defaults or events that would not, individually or in the aggregate, have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole.

(y)            No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”)) or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(c) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred, exists or is reasonably expected to occur with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) which the Issuer or any Subsidiary maintains, contributes to or has any obligation to contribute to, or with respect to which the Issuer or any Subsidiary has any liability, direct or indirect, contingent or otherwise (a “ Plan ”) which, in any case, would result in a Material Adverse Effect; except as would not result in a Material Adverse Effect, each Plan is in compliance in all respects with applicable law, including ERISA and the Code; except as would not result in a Material Adverse Effect, none of the Issuer or any Subsidiary has incurred or expects to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any Plan; and except as would not result in a Material Adverse Effect, each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and to the Issuer’s knowledge, nothing has occurred, whether by action or failure to act, which could reasonably be expected to result in a liability to any of the Issuer or the Guarantors in respect of the qualified status of any such plan.

(z)             Except as disclosed in the Offering Memorandum, no labor dispute with the employees of the Issuer or any Subsidiary exists, is imminent or is threatened, which could reasonably be expected to result in a Material Adverse Effect.

(aa)          Except as set forth in Schedule 3.14 of the stock purchase agreement dated March 12, 2005, by and among Compression Polymers Holdings LLC, the Issuer, Vycom Corp., Compression Polymers Corp., and CPCapitol Acquisition Corp. (the “ March 2005 Stock Purchase Agreement ”), the Issuer and the Guarantors own or otherwise possess adequate rights to use all material patents, trademarks, service marks, trade names and copyrights, all applications and registrations for each of the foregoing, and all other material proprietary rights and confidential information necessary to conduct their respective businesses as currently conducted; except as set forth in Schedule 3.14 of the March 2005

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Stock Purchase Agreement, none of the Issuer or the Guarantors has infringed or misappropriated the rights of any third party with respect to any of the foregoing and none of the Issuer or the Guarantors has received any notice, or is otherwise aware, of any infringement of or misappropriation of the rights of any third party with respect to any of the foregoing, except for notices the content of which if accurate would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole.

(bb)          The Issuer and the Guarantors are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts and with such deductibles as are prudent in the business in which it is engaged; and none of the Issuer and the Guarantors has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their respective businesses at a cost that would not have a Material Adverse Effect.

(cc)          The Issuer and the Guarantors have complied, in all material respects, with all laws, ordinances, regulations and orders applicable to the Issuer and the Guarantors and their respective businesses, and none of the Issuer or the Guarantors has received any notice to the contrary, except for notices the content of which if accurate would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole; and each of the Issuer and the Guarantors possesses all material certificates, authorizations, permits, licenses, approvals, orders and franchises (collectively, “ Licenses ”) necessary to conduct their respective businesses in the manner and to the full extent now operated or proposed to be operated as described in the Offering Memorandum, in each case issued by the appropriate federal, state, local or foreign governmental or regulatory authorities (collectively, the “ Agencies ”), except where the failure to so comply or to possess such Licenses would not reasonably be expected to have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole. The Licenses are in full force and effect in all material respects and no proceeding has been instituted or, to the Issuer’s and the Guarantors’ knowledge, is threatened or contemplated which in any manner affects or calls into question the validity or effectiveness thereof in all material respects.

(dd)          Except as set forth in Schedule 3.11 to the March 2005 Stock Purchase Agreement:

(i)            To the best of their knowledge, the Issuer and the Guarantors are in compliance with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, decisions, decrees, standards, and requirements relating to:  human health and safety; pollution; management, disposal or release of any chemical substance, product or waste; and protection, cleanup, remediation or corrective action relating to the environment or natural resources (“ Environmental Law ”), except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole;

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(ii)            To the best of their knowledge, the Issuer and the Guarantors have obtained and are in material compliance with the conditions of all permits, authorizations, licenses, registrations and other governmental consents required by applicable Environmental Law for the continued conduct in the manner currently conducted of their respective businesses (“Environmental Permits”); and

(iii)           None of the Issuer or the Guarantors has received any written claim, complaint, notice (including, without limitation, any notice that such Issuer or Guarantor or any of such Issuer’s or Guarantor’s predecessors is or may be a potentially responsible person or otherwise liable in connection with any site), report or other information regarding any actual or alleged violation of Environmental Law, or any liabilities for personal injury, property damage, investigatory or cleanup obligations or environmental matters arising under Environmental Law, the subject matter of which would reasonably be expected to have a Material Adverse Effect.

(ee)          None of the Issuer or the Guarantors is in violation of its certificate of incorporation or its bylaws, and no default or breach exists, and no event has occurred that, with notice or lapse of time or both, would constitute a default in the due performance and observation of any term, covenant or condition of any indenture, mortgage, deed of trust, lease, loan agreement, stockholders’ agreement or any other agreement or instrument to which the Issuer or the Guarantors is or are a party or by which the Issuer or the Guarantors is or are bound or to which any of their respective properties are subject, except for defaults or breaches which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Issuer and the Guarantors taken as a whole.

(ff)            None of the Issuer or the Guarantors is, nor after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Offering Memorandum will be, an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

(gg)          Within the preceding six months, none of the Issuer, the Guarantors or any of their respective Affiliates (other than the Initial Purchaser or any of its Affiliates, as to which