EXHIBIT 1.1 PURCHASE AGREEMENT

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Exhibit 1.1

SENECA GAMING CORPORATION

(a tribally chartered entity under the laws of the Seneca Nation)

$300,000,000 7 ¹ / 4 % Senior Notes due 2012

PURCHASE AGREEMENT

Dated: April 29, 2004

Exhibit 1.1

EXECUTION COPY

SENECA GAMING CORPORATION
(a tribally chartered entity under the laws of the Seneca Nation)

$300,000,000
7 ¹ / 4 % Senior Notes due 2012

PURCHASE AGREEMENT

April 29, 2004

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated
Banc of America Securities LLC
Wells Fargo Securities, LLC
c/o Merrill Lynch & Co.
      Merrill Lynch, Pierce, Fenner & Smith
                           Incorporated
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

        SENECA GAMING CORPORATION (the " Company "), a tribally chartered entity formed by the Seneca Nation of Indians of New York (the " Nation "), a sovereign federally recognized Indian Nation, and the Guarantors (as defined below), confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (" Merrill Lynch "), Banc of America Securities LLC and Wells Fargo Securities, LLC (collectively, the " Initial Purchasers ", which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A attached hereto of $300,000,000 aggregate principal amount of the Company's 7 ¹ / 4 % Senior Notes due 2012 (together with the Guarantees (as defined below) thereon, the " Securities "). The Securities are to be issued pursuant to an indenture dated as of May 5, 2004 (the " Indenture ") among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (the " Trustee "). Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (" DTC ") pursuant to a letter agreement, to be dated as of Closing Time (as defined in Section 2(b)) (the " DTC Agreement "), among the Company, the Trustee and DTC.

        Pursuant to the Indenture, each of (i) Seneca Erie Gaming Corporation (" SEGC ") and Seneca Territory Gaming Corporation (" STGC "), each a tribally chartered entity formed by the Nation and wholly owned by the Company, (ii) effective upon the repayment of the Existing Facility (as defined in the Indenture), Seneca Niagara Falls Gaming Corporation (" SNFGC "), a tribally chartered entity formed by the Nation and wholly owned by the Company, and (iii) any other subsidiary of the Company that executes a Guarantee (as defined below) in accordance with the provisions of the Indenture, and together with SEGC, STGC and SNFGC, collectively, the " Guarantors "), jointly and severally, shall fully and unconditionally guarantee, on a senior unsecured basis, to each holder of Securities and the Trustee, the payment and performance of the Company's obligations under the Indenture and the Securities (each such guarantee being referred to herein as a " Guarantee ").

        The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (" Subsequent Purchasers ") at any time after this Agreement has been executed and delivered. The

Securities are to be offered and sold through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the " 1933 Act "), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the 1933 Act or if an exemption from the registration requirements of the 1933 Act is available (including the exemption afforded by Rule 144A (" Rule 144A ") or Regulation S (" Regulation S ") of the rules and regulations promulgated under the 1933 Act by the Securities and Exchange Commission (the " Commission ")).

        Holders of the Securities (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Securities (the " Registration Rights Agreement "), to be executed on and dated as of Closing Time (as defined in Section 2(b)). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree, among other things, to file with the Commission (a) a registration statement under the 1933 Act relating to Securities (the " Exchange Securities ") which shall be identical to the Securities (except that the Exchange Securities shall have been registered pursuant to such registration statement and will not be subject to restrictions on transfer or contain additional interest provisions) to be offered in exchange for the Securities, and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act relating to the resale by certain holders of the Securities. If required under the Registration Rights Agreement, the Company will issue Exchange Securities to the Initial Purchasers (the " Private Exchange Securities "). If the Company and the Guarantors fail to satisfy their obligations under the Registration Rights Agreement, they will be required to pay additional interest to the holders of the Securities under certain circumstances, as set forth in the Registration Rights Agreement.

        In connection with the offering of the Securities, the Nation will enter into an agreement with the Trustee, dated as of May 5, 2004 (the " Nation Agreement "), for the benefit of the holders of Securities.

        The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum dated April 21, 2004 (the " Preliminary Offering Memorandum ") and has prepared and will deliver to each Initial Purchaser copies of a final offering memorandum dated the date hereof (the " Final Offering Memorandum "), each for use by such Initial Purchaser in connection with its solicitation of purchases of, or offering of, the Securities. " Offering Memorandum " means, with respect to any date or time referred to in this Agreement, the most recent offering memorandum (whether the Preliminary Offering Memorandum or the Final Offering Memorandum, or any amendment or supplement to either such document), including exhibits thereto and any documents incorporated therein by reference, which has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Securities.

        SECTION 1.     Representations and Warranties of the Company and the Guarantors.     

        (a)     Representations and Warranties.     The Company and the Guarantors, jointly and severally, represent and warrant to each Initial Purchaser as of the date hereof and as of Closing Time referred to in Section 2(b) hereof, and agree with each Initial Purchaser, as follows:

        (i)     Offering Memorandum.     The Preliminary Offering Memorandum, as of the date thereof, did not, and the Final Offering Memorandum, does not, and at Closing Time will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum.

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        (ii)     Independent Accountants.     The accountants who certified the financial statements included in the Offering Memorandum are independent public accountants with respect to the Company and its subsidiaries within the meaning of Regulation S-X under the 1933 Act.

        (iii)     Financial Statements.     The consolidated financial statements, together with the related notes, included in the Offering Memorandum present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations and changes in capital and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles (" GAAP ") applied on a consistent basis throughout the periods involved. The financial data presented under the section titled "Selected Consolidated Financial Data" in the Offering Memorandum present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum.

        (iv)     No Material Adverse Change in Business.     Since the respective dates as of which information is given in the Offering Memorandum, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company to the Nation.

        (v)     Authority of the Company.     The Company is a validly existing tribally chartered entity under the laws of the Nation and has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement.

        (vi)     Authority of Subsidiaries.     Each subsidiary of the Company listed on Schedule C hereto has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum; each Guarantor has power and authority to enter into and perform its obligations under this Agreement; each subsidiary of the Company listed on Schedule C hereto is owned solely by the Company directly or indirectly through subsidiaries.

        (vii)     Ownership.     The Company is owned solely by the Nation.

        (viii)     Authorization of Agreement.     This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

        (ix)     Authorization of the Indenture.     The Indenture has been duly authorized by the Company and the Guarantors and, when executed and delivered by the Company, the Guarantors and the Trustee, will constitute a valid and binding agreement of the Company and the Guarantors (assuming the Indenture is a legal, valid and binding obligation of the Trustee), enforceable against each of them in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

        (x)     Authorization of the Registration Rights Agreement.     The Registration Rights Agreement has been duly authorized by the Company and the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and binding agreement of the Company and the Guarantors, enforceable against each of them in

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accordance with its terms, except (A) as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (B) the enforceability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws.

        (xi)     Authorization of the Exchange Securities and the Private Exchange Securities.     The Exchange Securities and the Private Exchange Securities have been duly authorized and, at Closing Time, will have been duly executed by the Company and the Guarantors and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered in exchange for the Securities in accordance with the terms of the Registration Rights Agreement, will constitute valid and binding obligations of the Company and the Guarantors, enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers) reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

        (xii)     Authorization of the Securities.     The Securities have been duly authorized and, at Closing Time, will have been duly executed by the Company and the Guarantors and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company and the Guarantors, enforceable against each of them in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers) reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

        (xiii)     Description of the Securities and the Indenture.     The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

        (xiv)     Absence of Defaults and Conflicts.     Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, " Agreements and Instruments ") except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a " Material Adverse Effect "); and the execution, delivery and performance of this Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein and in the Offering Memorandum (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption " Use of Proceeds ") and compliance by the Company with its obligations hereunder have been duly authorized by all

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necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or Repayment Events or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a " Repayment Event " means any event or condition which gives 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 or any of its subsidiaries.

        (xv)     Absence of Labor Dispute.     No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any of its subsidiaries' principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse Effect.

        (xvi)     Absence of Proceedings.     Except as described in the Offering Memorandum, there are no actions, suits, proceedings, inquiries or investigations before or brought by any court or governmental agency or body (tribal, domestic or foreign), now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries which are reasonably likely to result in a Material Adverse Effect, or which are reasonably likely to materially and adversely affect the properties or assets of the Company and its subsidiaries considered as one enterprise, or the consummation of the transactions contemplated by this Agreement or the performance by the Company and the Guarantors of their obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Offering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

        (xvii)     Absence of Manipulation.     Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed to or which has constituted or which would be 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.

        (xviii)     Possession of Intellectual Property.     The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate licenses, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, " Intellectual Property ") necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

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        (xix)     Absence of Further Requirements.     No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, including without limitation approval by the Bureau of Indian Affairs, United States Department of Interior under 25 U.S.C. §81 or approval by the National Indian Gaming Commission under 25 C.F.R. §502.5, is necessary or required for the performance by the Company or the Guarantors of their obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement (other than the registration of the Exchange Notes pursuant to the Registration Rights Agreement), except such as have been already obtained or as may be required under any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Securities are being offered by the Initial Purchasers.

        (xx)     Possession of Licenses and Permits.     The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, " Governmental Licenses ") issued by the appropriate Nation, federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

        (xxi)     Title to Property.     The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and, except as described in the Offering Memorandum, all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

        (xxii)     Environmental Laws.     Except as described in the Offering Memorandum and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous

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substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, " Hazardous Materials ") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, " Environmental Laws "), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or Environmental Laws.

        (xxiii)     Investment Company Act.     The Company is not required, and upon the issuance and sale of the offered Securities as herein contemplated and the application of the net proceeds therefrom as described in the Offering Memorandum will not be required, to register as an "investment company" under the Investment Company Act of 1940, as amended.

        (xxiv)     Similar Offerings.     Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an " Affiliate "), has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy, sell or offer to sell or otherwise negotiate in respect of, 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 the offered Securities to be registered under the 1933 Act.

        (xxv)     Rule 144A Eligibility.     The Securities are eligible for resale pursuant to Rule 144A and will not be, at Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

        (xxvi)     No General Solicitation.     None of the Company, its Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has engaged or will engage, in connection with the offering of the offered Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act.

        (xxvii)     No Registration Required.     Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the offered Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

        (xxviii)     No Directed Selling Efforts.     With respect to those offered Securities sold in reliance on Regulation S, (A) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (B) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has complied and will comply with the offering restrictions requirement of Regulation S.

        (xxix)     Tax Matters.     Subject to the qualifications and limitations set forth in the Offering Memorandum under the caption "Risk Factors—A change in our current tax-exempt status could

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have a material adverse effect on our ability to repay our obligations under the notes," each of the Company and the Guarantors is a non-taxable entity for purposes of federal income taxation under the Internal Revenue Code, Title 26 U.S.C., and the revenues of the Company and the Guarantors are exempt from federal and state income taxation; the operations of the Company and the Guarantors are not subject to any sales tax.

        (xxx)     Material Agreements and Orders.     Attached hereto as Exhibit A are lists of: (a) all agreements and instruments to which the Company or a Guarantor is a party and under which a default by the Company or such Guarantor could reasonably be expected to have a Material Adverse Effect (the " Material Agreements "), and (b) all judgments, orders and decrees of any court or administrative agency a violation of which could reasonably be expected to have a Material Adverse Effect (the " Material Orders "). True, correct and complete copies of all Material Agreements and Material Orders have been delivered or made available prior to the date hereof to the Initial Purchasers, and none of the Material Agreements or Material Orders has subsequently been amended or modified.

        (b)     Officer's Certificates.     Any certificate signed by any officer of the Guarantors or the Company delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed a representation and warranty by the Company or a Guarantor, as applicable, to each Initial Purchaser as to the matters covered thereby.

        SECTION 2.     Sale and Delivery to Initial Purchasers; Closing .    

        (a)     Securities.     On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof.

        (b)     Payment.     Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Mayer, Brown, Rowe & Maw LLP, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 9:00 A.M. (Eastern time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by the Initial Purchasers and the Company (such time and date of payment and delivery being herein called " Closing Time ").

        (c)   Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the nominee of The Depository Trust Company, for the account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the " Global Note "), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by Merrill Lynch (as representative of the Initial Purchasers) not later than 1:00 P.M., New York City time, on the business day prior to the Closing Time. It is understood that each Initial Purchaser has authorized Merrill Lynch (as representative of the Initial Purchasers) for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Merrill Lynch, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Initial Purchaser whose funds have not been received by Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder.

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        SECTION 3.     Covenants of the Company.     The Company covenants with each Initial Purchaser as follows:

        (a)     Offering Memorandum.     The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

        (b)     Notice and Effect of Material Events.     The Company will immediately notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the completion of the placement of the offered Securities by the Initial Purchasers as evidenced by a notice in writing from the Initial Purchasers to the Company, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading.

        (c)     Amendment to Offering Memorandum and Supplements.     The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers (which consent shall not be unreasonably withheld). Neither the consent of the Initial Purchasers, nor the Initial Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof.

        (d)     Qualification of Securities for Offer and Sale.     The Company will use its reasonable best efforts, in cooperation with the Initial Purchasers, to qualify the offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Initial Purchasers may designate and to maintain such qualifications in effect as long as required for the sale of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

        (e)     Rating of Securities.     The Company shall take all reasonable action necessary to enable Standard & Poor's Ratings Services, a division of McGraw Hill, Inc. (" S&P "), and Moody's Investors Service Inc. (" Moody's ") to provide their respective credit ratings of the Securities.

        (f)     DTC.     The Company will cooperate with the Initial Purchasers and use its best efforts to permit the offered Securities to be eligible for clearance and settlement through the facilities of DTC.

        (g)     Use of Proceeds.     The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Offering Memorandum under "Use of Proceeds".

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        (h)     Restriction on Sale of Securities.     During a period of 180 days from the date of the Offering Memorandum, the Company will not, without the prior written consent of Merrill Lynch, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Company or securities of the Company that are convertible into, or exchangeable for, the offered Securities or such other debt securities.

        (i)