GSC Holdings Corp. GameStop, Inc. $300,000,000 Senior Floating Rate Notes Due 2011 $650,000,000 8.0% Senior Notes Due 2012 PURCHASE AGREEMENT

Exhibit 1.1

GSC Holdings Corp.
GameStop, Inc.

$300,000,000 Senior Floating Rate Notes Due 2011
$650,000,000 8.0% Senior Notes Due 2012

PURCHASE AGREEMENT

September 21, 2005

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER &
     SMITH INCORPORATED
c/o CITIGROUP GLOBAL MARKETS INC.
     388 Greenwich Street
     New York, New York 10013

Ladies and Gentlemen:

          GSC HOLDINGS CORP., a Delaware corporation (the “ Company ”), GAMESTOP, INC., a Minnesota corporation (“ GameStop ” and, together with the Company, the “ Issuers ”), and each of the subsidiary guarantors (the “ Initial Guarantors ”) listed on Schedule I-A , hereby confirm their agreement with you as representatives (the “ Representatives ”) of the initial purchasers listed on Schedule II hereto (the “ Initial Purchasers ”), as set forth below.

          1. The Securities . Subject to the terms and conditions herein contained, the Issuers propose to sell to the Initial Purchasers $300,000,000 aggregate principal amount of the Issuers’ Senior Floating Rate Notes Due 2011 (the “ Senior Floating Rate Notes ”) and $650,000,000 aggregate principal amount of the Issuers’ 8.0% Senior Notes Due 2012 ( the “ Senior Notes ” and, together with the Senior Floating Rate Notes, the “ Notes ”). The Notes will be unconditionally guaranteed on an unsecured senior basis (i) on the Closing Date (as defined below) by the Initial Guarantors (the “ Initial Guarantees ”) and (ii) on the date of the consummation of the Mergers (as defined below) (the “ Merger Date ”) by each of the subsidiary guarantors (the “ EB Guarantors ” and, together with the Initial Guarantors, the “ Guarantors ”) listed on Schedule I-B (the “ EB Guarantees ” and, together with the Initial Guarantees, the “ Guarantees ”). The Guarantees and the Notes shall be collectively referred to as the “ Securities ”. The Securities will be issued under an indenture (the “ Indenture ”) dated as of September 28, 2005, by and among the Issuers, the Initial Guarantors and Citibank N.A., as trustee (the “ Trustee ”).

          The Securities will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “ Securities Act ”), to qualified institutional buyers (as such term is defined under Rule 144A of the Securities Act (“ Rule 144A ”)) (each a “ QIB ”) in compliance with the exemption from registration provided by Rule 144A and in offshore transactions in reliance on Regulation S under the Securities Act (“ Regulation S ”).

          The Securities are being offered in connection with (i) the consummation of the mergers (the “ Mergers ”) contemplated by that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of April 17, 2005, by and among the Company, GameStop Corp., GameStop, Cowboy Subsidiary LLC, Eagle Subsidiary LLC and Electronics Boutique Holdings Corp. and (ii) the Company’s entry into a new asset-based senior secured revolving credit facility (the “ ABF Facility ”) pursuant to an agreement by and among the Issuers, the Guarantors, affiliates of the Initial Purchasers and other lenders party thereto (the “ ABF Agreement ”). On the Closing Date (as defined in Section 3 hereof), there will be delivered to Citibank N.A., as escrow agent (the “ Escrow Agent ”) the Escrow Funds (as defined in Section 3 hereof).

          On the Closing Date, the Issuers, the Trustee and the Escrow Agent will enter into an escrow agreement (the “ Escrow Agreement ”), pursuant to which (i) the Initial Purchasers will deposit with the Escrow Agent in an escrow account (the “ Escrow Account ”) the gross proceeds of the offering of the Notes and (ii) the Issuers will deposit additional funds (the “Additional Funds”) such that the Additional Funds and the gross proceeds of the offering of the Notes are in an amount sufficient to redeem the Notes on the Special Mandatory Redemption Date (as such term will be defined in the Escrow Agreement) as set forth therein and in the Indenture and to pay accrued but unpaid interest on the Notes through such date. On a Business Day (the “ Release Date ”) on or before the Deadline (as defined below) that shall be designated by the Issuers, (a) the Escrow Funds (less the Discount (as defined below) and the Facility Commitment Fee (as defined below)) will be released (the “ Release ”) to the Issuers, to be used as described in the Final Memorandum (as defined below), (b) $13,555,000 shall be released to Citigroup Global Markets Inc. on behalf of the Initial Purchasers, with such dollar amount representing the Initial Purchasers’ fee relating to the offering of the Notes (the “ Discount ”) and (c) an amount equal to the Facility Commitment Fee (as defined in the facility fee letter (the “ Fee Letter ”), dated as of April 17, 2005, among GameStop Corp., Citicorp North America, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Banc of America Bridge LLC, Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated) shall be released to Citicorp North America, Inc. on behalf of itself and the other parties to the Fee Letter.

          If the conditions to Release are not satisfied on or before the earliest of (i) October 31, 2005 or (ii) the date of termination of the Merger Agreement (the earliest such date, the “ Deadline ”), then the Indenture will require that the Issuers redeem all of the Notes at 100% of their initial purchase price, plus accrued and unpaid interest thereon on a Business Day designated by the Issuers that is not more than 10 Business Days following the Deadline and the Release Date shall not occur.

          In connection with the sale of the Securities, the Issuers and the Guarantors have prepared a preliminary offering memorandum dated September 12, 2005 (the “ Preliminary Memorandum ”) and a final offering memorandum dated September 21, 2005, as supplemented or amended (the “ Final Memorandum ”; the Preliminary Memorandum and the Final Memorandum each herein being referred to as a “ Memorandum ”) setting forth or including, among other things, a description of the terms of the Notes, the Guarantees, the terms of the offering of the Notes and a description of the Issuers and the Guarantors.

          The Initial Purchasers and their direct and indirect transferees of the Securities will be entitled to the registration rights set forth in the registration rights agreement (the “ Registration Rights Agreement ”), to be dated as of the Closing Date, for so long as such Securities constitute “ Transfer Restricted Securities ” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement and the Joinder Agreement (as defined below), the Issuers and the Guarantors will agree, among other things, to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “ Commission ”) registering (i) an issue of senior floating rate notes and senior notes identical in all material respects to the Senior Floating Rate Notes and the Senior Notes, respectively (collectively, the “ Exchange Notes ”), to be offered in exchange for the Notes (such offer to exchange being referred to as the “ Exchange Offer ”), (ii) the guarantees of the Guarantors to be endorsed on the Exchange Notes and/or, if applicable, (iii) the Securities under a shelf registration statement pursuant to Rule 415 under the Securities Act (a “ Shelf Registration Statement ” and, together with (i) and (ii), each a “ Registration Statement ”).

          Concurrently with the consummation of the Mergers, the EB Guarantors shall enter into the Joinder Agreement, substantially in the form of Exhibit A (the “ Joinder Agreement ”) pursuant to which each of the EB Guarantors will observe and perform all of the rights, obligations and liabilities of a Guarantor as provided in this Agreement and the Registration Rights Agreement, and the EB Guarantors will execute a supplemental indenture to the Indenture (the “ Supplemental Indenture ”) pursuant to which they will become parties thereto, dated as of the Merger Date, by and among the EB Guarantors, the Issuers and the Trustee.

          2. Representations and Warranties of the Issuers and the Guarantors . The Issuers and the Guarantors represent and warrant to and agree with each of the Initial Purchasers that:

     (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Final Memorandum, as of its date, does not, and at the Closing Date, as it may then be supplemented and amended, will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Issuers and the Guarantors make no representation or warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers through the Representatives specifically for inclusion therein.

     (b) Neither the Issuers, any of the Guarantors nor their Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers and the Guarantors make no representation or warranty), has, directly or indirectly, made offers or sales of any security, or solicited offers to buy any security, under circumstances that would require the registration of the Securities under the Securities Act.

     (c) Neither the Issuers, any of the Guarantors nor their Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers and the Guarantors make no representation or warranty), has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Securities in the United States.

     (d) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act.

     (e) The Issuers and the Guarantors have not paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Issuers or the Guarantors (except as contemplated in this Agreement).

     (f) Neither the Issuers, any of the Guarantors nor their Affiliates, or any person acting on behalf of any of them (other than the Initial Purchasers as to which the Issuers and the Guarantors make no representation or warranty), has engaged in any “directed selling efforts” with respect to the Securities, and the Issuers and the Guarantors have complied with the “offering restrictions” requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S.

     (g) No securities of the Issuers are of the same class (within the meaning of Rule 144A) as any of the Securities and (i) listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or (ii) quoted in a U.S. automated inter-dealer quotation system.

     (h) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities), will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System.

     (i) (i) All of the outstanding shares of capital stock of the Issuers and each Guarantor that are corporations are duly authorized and validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights; and (ii) all of the outstanding shares of capital stock or other equity interests of the Company and of each of the subsidiaries of the Company immediately following the consummation of the Mergers (each a “ Subsidiary ” and together, the “ Subsidiaries ”) will be, upon consummation of the Mergers, free and clear of all liens, encumbrances, equities and claims, other than (A) as disclosed in the Final Memorandum and (B) the pledges of such capital stock or other equity interests made in connection with the ABF Agreement.

     (j) Each of the Issuers and the Guarantors has been duly incorporated or formed, validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation and has all requisite corporate, limited liability company or partnership power and authority to own its properties and conduct its business

as now conducted as described in the Final Memorandum; each of the Issuers and the Guarantors that is a corporation has been duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), properties or results of operations of the Company and the Subsidiaries taken as a whole (any such event, a “ Material Adverse Effect ”).

     (k) Each Issuer and Guarantor has all requisite corporate, limited liability company or partnership power and authority to execute, deliver and perform each of their applicable obligations under the Securities. The Securities, when issued, will be in the form contemplated by the Indenture.

     (l) The Notes have been duly and validly authorized by the Issuers and, when executed by the Issuers, and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to the Initial Purchasers in accordance with the terms hereof, will constitute valid and legally binding obligations of the Issuers, entitled to the benefits of the Indenture, and enforceable against the Issuers in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     (m) The Exchange Notes have been duly and validly authorized by the Issuers and, when issued and authenticated by the Trustee in accordance with the terms of the Indenture and delivered in accordance with the terms of the Registration Rights Agreement, will constitute valid and legally binding obligations of the Issuers, entitled to the benefits of the Indenture, and enforceable against the Issuers in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     (n) The Guarantees have been duly and validly authorized by the Guarantors, and, when executed by the Guarantors, and authenticated by the Trustee in accordance with the terms of the Indenture and delivered to the Initial Purchasers in accordance with the terms hereof, will constitute valid and legally binding obligations of the Guarantors, entitled to the benefits of the Indenture, and enforceable against each of the Guarantors in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     (o) The guarantees of the Guarantors to be endorsed on the Exchange Notes (the “ Exchange Guarantees ”) have been duly and validly authorized by the Guarantors, and, when executed by the Guarantors, and authenticated by the Trustee in accordance with the terms of the Indenture and delivered in accordance with the terms of the Registration Rights Agreement, will constitute valid and legally binding obligations of the Guarantors, entitled to the benefits of the Indenture, and enforceable against each of the Guarantors in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     (p) The Issuers and the Guarantors have all requisite corporate, limited liability company or partnership power and authority to execute, deliver and perform their obligations under the Indenture. The Indenture has been duly and validly authorized by the Issuers and the Guarantors, and when executed and delivered by the Issuers and the Guarantors, and assuming the due authorization, execution and delivery by the Trustee, will constitute the valid and legally binding agreement of the Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     (q) The Issuers and the Guarantors have all requisite corporate, limited liability company or partnership power and authority, as the case may be, to execute, deliver and perform their applicable obligations under the Registration Rights Agreement. The Registration Rights Agreement has been duly and validly authorized by the Issuers and the Guarantors and, when executed and delivered by the Issuers and the Guarantors, will constitute the valid and legally binding agreement of the Issuers and the Guarantors enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

     (r) The Issuers have all requisite corporate, limited liability company or partnership power and authority to execute, deliver and perform their applicable obligations under the Escrow Agreement. The Escrow Agreement has been duly and validly authorized by the Issuers and, when executed and delivered by the Issuers, will constitute the valid and legally binding agreement of the Issuers enforceable against each of them in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. If and when executed and delivered by the Issuers, the Escrow Agreement will be effective

on that date to create in favor of the Trustee, for its benefit and the benefit of the holders of the Notes, a valid security interest in all rights of the Issuers in (a) such Escrow Account, (b) all “security entitlements” (as such term is defined in Section 8-102(a) of the Uniform Commercial Code of New York (“ UCC ”)) with respect to all “financial assets” (as such term is defined in Section 8-102(a) of the UCC) held in the Escrow Account and (c) all “proceeds” (as such term is defined in Section 9-102(a) of the UCC) of such security entitlements, in each case, securing the Notes. Such security interests will constitute first priority perfected security interests in the Collateral (as defined in the Escrow Agreement) free and clear of all liens and security interests, other than the liens and security interests granted under the Escrow Agreement.

     (s) The Issuers and the Guarantors have all requisite corporate, limited liability company or partnership power and authority, as the case may be, to execute, deliver and perform their obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by each of the Issuers and the Guarantors. This Agreement has been duly executed and delivered by each of the Issuers and the Guarantors.

     (t) No consent, approval, authorization, filing with or order of any court or governmental agency or body, or third party is required for the issuance by the Issuers and the Guarantors of the Securities to the Initial Purchasers on the Closing Date, except such as have been obtained and such as may be required under state securities or “Blue Sky” laws in connection with the offer and sale of the Securities and by federal and state securities laws with respect to the Issuers’ and Guarantors’ obligations under the Registration Rights Agreement. The execution, delivery and performance by the Issuers and the Guarantors of this Agreement, the Indenture and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby will not conflict with or constitute or result in a breach of or a default under (or an event which with notice or passage of time or both would constitute a default under) or violation of any of (i) the certificate of incorporation or bylaws (or limited liability company agreement, limited partnership agreement or similar organizational document in the case of limited liability companies and limited partnerships, as applicable) of the Issuers or the Guarantors, (ii) any statute, judgment, decree, order, rule or regulation applicable to the Issuers, the Guarantors or any of their respective properties or assets, or (iii) the terms or provisions of any indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate, contract or other agreement or instrument to which any of the Issuers or the Guarantors is a party or to which any of them or their respective properties or assets are subject (collectively, “ Contracts ”), except (A) in each case, that any rights to indemnity and contribution may be limited by federal and state securities laws and public policy considerations and (B) in the case of clauses (ii) and (iii), for such breaches, violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (u) None of the Issuers or Guarantors are (i) in violation of its certificate of incorporation or bylaws (or limited liability company agreement, limited partnership

agreement or similar organizational document in the case of limited liability companies and limited partnerships, as applicable), (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to the Issuers, the Guarantors or any of their respective properties or assets, or (iii) in breach of or default under (nor has any event occurred which, with notice or passage of time or both, would constitute a default under) or in violation of any of the terms or provisions of any Contract, except (A) in each case, that any rights to indemnity and contribution may be limited by federal and state securities laws and public policy considerations and (B) in the case of clauses (ii) and (iii), for such breaches, violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (v) Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 4 hereof and compliance by the Initial Purchasers with their agreements hereunder, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

     (w) The combined audited and unaudited historical financial statements included in the Final Memorandum present fairly in all material respects the financial position, results of operations and cash flows of the entities to which they relate at the dates and for the periods to which they relate (subject in the case of unaudited interim financial statements to normal year-end adjustments) and, with respect to the audited financial statements, have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis (except as otherwise stated therein). The summary and selected financial data in the Final Memorandum present fairly in all material respects, on the basis stated in the Final Memorandum, the information shown therein and have been prepared on a basis consistent with the audited financial statements included therein, except as otherwise stated therein. The assumptions used in preparing the pro forma financial statements included in the Final 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 in all material respects, and the pro forma columns therein reflect the proper application of those adjustments in all material respects to the corresponding historical financial statement amounts.

     (x) To the knowledge of GameStop Corp. and its subsidiaries, BDO Seidman, LLP is an independent public accounting firm with respect to GameStop Corp. and its subsidiaries under Rule 101 of the American Institute of Certified Public Accountants’ Code of Professional Conduct and its interpretations and rulings. To the knowledge of Electronics Boutique Holdings Corp. and its subsidiaries, KPMG LLP is an independent public accounting firm with respect to Electronics Boutique Holdings Corp. and its subsidiaries under Rule 101 of the American Institute of Certified Public Accountants’ Code of Professional Conduct and its interpretations and rulings.

     (y) Except as set forth in the Final Memorandum, there is not pending or, to the knowledge of the Issuers and the Guarantors, threatened any action, suit, proceeding,

inquiry or investigation to which the Company or any of the Subsidiaries is a party, or to which the property or assets of the Company or any of the Subsidiaries are subject, before or brought by any court, arbitrator or governmental agency or body which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or which seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the issuance or sale of the Notes or the consummation of the transactions contemplated hereby.

     (z) Since the date of the most recent financial statements appearing in the Final Memorandum, except as set forth therein and as contemplated by the Merger Agreement, (i) none of the Company or the Subsidiaries has incurred any liabilities or obligations, direct or contingent, or entered into or agreed to enter into any transactions or Contracts (written or oral) which liabilities, obligations, transactions or Contracts would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) there shall not have been any change in the capital stock or long-term indebtedness of the Company or the Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (aa) Each of the Company and the Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns, and has paid all taxes shown as due thereon, except where the failure to file such returns or pay such taxes would not, individually or in the aggregate, have a Material Adverse Effect. Other than tax deficiencies which the Company or any Subsidiary is contesting in good faith and for which the Company or such Subsidiary, as applicable, has provided adequate reserves, there is no tax deficiency that has been asserted against the Company or any of the Subsidiaries that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (bb) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Issuers and the Guarantors of the Securities.

     (cc) After giving effect to the Mergers, each of the Company and the Subsidiaries will have good and marketable title to all real property and good title to all personal property described in the Final Memorandum as being owned by it and good and marketable title to a leasehold estate in the real and personal property described in the Final Memorandum as being leased by it free and clear of all liens, charges, encumbrances or restrictions, except (i) as described in the Final Memorandum, (ii) pursuant to the ABF Agreement, or (iii) or to the extent the failure to have such title or the existence of such liens, charges, encumbrances or restrictions would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. After giving effect to the Mergers, except as set forth in the Final Memorandum, the Company and the Subsidiaries will own or possess adequate licenses or other rights to use all material patents, trademarks, service marks, trade names, copyrights and know-how necessary to conduct the businesses in the manner as described in the Final Memorandum, and none

of the Company or the Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how which, if such assertion of infringement or conflict were sustained, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (dd) Except as set forth in the Final Memorandum, except as would not, individually or in the aggregate, have a Material Adverse Effect (i) each of the Company and the Subsidiaries is in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (ii) each of the Company and the Subsidiaries has made all filings and provided all notices required under any applicable Environmental Law, and has been and is in compliance with all permits required under any applicable Environmental Laws and each of them is in full force and effect, (iii) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or threatened against the Company or any of the Subsidiaries under any Environmental Law, (iv) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company or any of the Subsidiaries, (v) none of the Company or the Subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“ CERCLA ”) or any comparable state law, (vi) no property or facility of the Company or any of the Subsidiaries is (A) listed or proposed for listing on the National Priorities List under CERCLA or is (B) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority.

     For purposes of this Agreement, “Environmental Laws” means the common law and all applicable federal, state and local laws or regulations, codes, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder, relating to pollution or protection of the environment, including, without limitation, laws relating to (i) emissions, discharges, releases or threatened releases of hazardous materials into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of hazardous materials, and (iii) underground and above ground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom.

     (ee) Except as set forth in the Final Memorandum and as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect there is no strike, labor dispute or work stoppage with the employees of the Company or any of the Subsidiaries which is pending or, to the knowledge of the Issuers and the Guarantors, threatened.

     (ff) Each of the Company and the Subsidiaries carries or is covered by insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties that insures against such losses and risks as is adequate in their respective business judgments to protect the value of their businesses.

     (gg) The minimum funding standard under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ ERISA ”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by the Company and/or one or more of its Subsidiaries, and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Code is so qualified; each of the Company and its Subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; neither the Company nor any of its Subsidiaries maintains or is required to contribute to a “welfare plan” (as defined in Section 3(1) of ERISA) which provides retiree or other post-employment welfare benefits or insurance coverage (other than “continuation coverage” (as defined in Section 602 of ERISA)); each pension plan and welfare plan established or maintained by the Company and/or one or more of its Subsidiaries is in compliance in all material respects with the currently applicable provisions of ERISA; and neither the Company nor any of its Subsidiaries has incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.

     (hh) None of the Issuers or the Guarantors are, or, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum will be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

     (ii) After giving effect to the issuance by the Company of shares of its capital stock pursuant to an effective registration statement on Form S-4 in connection with the Mergers as described in the Final Memorandum and contemplated by the Merger Agreement, the Company will be subject to Section 13 or Section 15(d) of the Exchange Act.

     (jj) The Securities will conform in all material respects to the descriptions thereof in the Final Memorandum.

     (kk) No holder of securities of the Issuers or the Guarantors will be entitled to have such securities registered under any Registration Statement required to be filed by the Issuers and the Guarantors pursuant to the Registration Rights Agreement other than as expressly permitted thereby.

     (ll) None of the Issuers or Guarantors has taken, nor will any of them 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 the Securities.

     (mm) The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance 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 in the United States 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.

     (nn) The statements in the Final Memorandum under the headings “Certain United States Federal Income Tax Consequences,” “Description of the Notes” and “Exchange Offer; Registration Rights” fairly summarize in all material respects the matters therein described.

     (oo) The Company has been advised by the NASD’s PORTAL Market that the Securities have been designated PORTAL-eligible securities in accordance with the rules and regulations of the NASD.

     (pp) None of the Company, its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its Subsidiaries and, to the knowledge of the Company, its Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

     (qq) None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

          3. Purchase, Sale and Delivery of the Securities . On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and

conditions herein set forth, the Issuers agree to sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Issuers, Notes in the respective amounts set forth on Schedule II hereto, at 98.125% of the principal amount of the Senior Floating Rate Notes and 97.468% of the principal amount of Senior Notes. An aggregate amount of $951,123,694.44 (the “ Escrow Funds ”) shall be deposited in the Escrow Account, re