NOTE PURCHASE AGREEMENT

1.

The Company and the Guarantors, jointly and severally, represent and warrant to, and agree with, each of the Purchasers that:

Pricing Circular or the Offering Circular shall be deemed to refer to and include the Company’s most recent Annual Report on Form 10-K and all subsequent documents filed with the United States Securities and Exchange Commission (the “ Commission ”) under Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) on or prior to the date of such circular and any reference to the Preliminary Offering Circular or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company prior to the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Circular, the Pricing Circular or the Offering Circular, as the case may be, or any amendment or supplement thereto. Such documents are hereinafter called the “ Exchange Act Reports .” The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(a) hereof. The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports did not and will not, as of their respective dates, contain 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 , however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through Goldman, Sachs & Co. expressly for use therein;

(b)

For the purposes of this Agreement, the “ Applicable Time ” is 5:30p.m. (Eastern time) on the date of this Agreement; the Pricing Circular as supplemented by the information set forth in Schedule III hereto, taken together (collectively, the “ Pricing Disclosure Package ”) as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Company Supplemental Disclosure Document (as defined in Section 6(a)(i)) listed on Schedule II(b) hereto does not conflict with the information contained in the Pricing Circular or the Offering Circular and each such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not apply to statements or omissions made in a Company Supplemental Disclosure Document (as defined in Section 6(a)(i)) in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through Goldman, Sachs & Co. expressly for use therein;

(c)

Neither the Company nor any of its Subsidiaries has sustained since December 31, 2006 any loss or interference with its business from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Circular, that would have a Material Adverse Effect (as defined below); and, since the respective dates as of which information is given in the Pricing Circular, there has not been any change in the capital stock or long term debt of the Company or any of its Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Circular. As used herein, the term “Subsidiary,” collectively the “Subsidiaries,” means “significant subsidiary” as such term is defined in Rule 1 02 of Regulation S-X;

(d)

The Company and its Subsidiaries have good and marketable title to all real property owned by them and good and valid title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Circular or such as do not 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 and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries;

(e)

The Company and each of the Guarantors has been duly incorporated or formed, as the case may be, and is validly existing as a corporation, limited partnership or limited liability company in good standing under the laws of its jurisdiction of incorporation or formation, with corporate, limited partnership or limited liability company power and authority, as the case may be, to own its properties and conduct its business as described in the Pricing Circular, and each has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, other than where the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a material adverse effect on the current or future financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as whole (a “ Material Adverse Effect ”); and each other Subsidiary of the Company has been duly incorporated or formed and is validly existing as a corporation, limited partnership or limited liability company in good standing under the laws of its jurisdiction of incorporation or formation;

(f)

The Company has an authorized capitalization as set forth in the Pricing Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock or equity interests of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and

non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

(g)

This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors;

(h)

The Securities have been duly authorized and, when duly executed by the Company pursuant to this Agreement, duly authenticated by the Trustee in the manner provided in the Indenture (assuming the due execution, delivery and authorization of the Indenture by the Trustee), and when duly issued and delivered against payment therefor in accordance with this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture under which they are to be issued, which will be substantially in the form previously delivered to you; the Indenture has been duly authorized and, when executed and delivered by the Company, the Guarantors and the Trustee, the Indenture will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Securities and the Indenture will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Circular and will be in substantially the form previously delivered to you;

(i)

The Guarantees have been duly authorized by each of the Guarantors and, when duly executed by the Guarantors pursuant to this Agreement, and when duly issued and delivered against payment therefor in accordance with this Agreement, will constitute valid and legally binding obligations of each of the Guarantors, enforceable in accordance with their respective terms, subject as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights, and to general equity principles; and the Guarantees will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Circular and will be in substantially the forms previously delivered to you;

(j)

The Exchange and Registration Rights Agreement to be dated as of the Time of Delivery (as defined herein) (the “ Registration Rights Agreement ”) has been duly authorized by the Company and each of the Guarantors, and as of the Time of Delivery, will have been duly executed and delivered by the Company and each of the Guarantors, and will constitute a valid and legally binding instrument enforceable in accordance with its terms, subject, as to enforcement, bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Registration Rights Agreement will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Circular; and the Registration Rights Agreement will be in substantially the form previously delivered to you;

(k)

The 7.125% Senior Fixed Rate Notes due 2017 and the Senior Floating Rate Notes due 2015, to be offered in exchange for the Fixed Rate Notes and the Floating Rate Notes, respectively, pursuant to the Registration Rights Agreement (the “ Exchange Fixed Rate Notes ” and the “ Exchange Floating Rate Notes ,”

respectively, and together, the “ Exchange Notes ”) have been duly authorized by the Company and, when duly executed by the Company pursuant to the Registration Rights Agreement, duly authenticated by the Trustee in the manner provided in the Indenture (assuming the due execution, delivery and authorization of the Indenture by the Trustee), and when duly issued and delivered in exchange for the Securities in accordance with the Registration Rights Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations, entitled to the benefits provided by the Registration Rights Agreement and the Indenture under which they are to be issued; and the Exchange Notes will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Circular;

(l)

The guarantees of the Exchange Notes by the Guarantors have been duly authorized by each of the Guarantors and, when duly executed by the Guarantors pursuant to the Registration Rights Agreement, and when duly issued and delivered in exchange for the Securities in accordance with the Registration Rights Agreement, will constitute valid and legally binding obligations of each of the Guarantors, enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights, and to general equity principles; and the guarantees of the Exchange Notes will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Circular;

(m)

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, and X of the Board of Governors of the Federal Reserve System;

(n)

Prior to the date hereof, none of the Company, the Guarantors, or to its or their best knowledge, any of its or their affiliates have taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities;

(o)

Except as disclosed in the Pricing Circular, the issue and sale of the Securities and the compliance by each of the Company and the Guarantors with all of the provisions of the Securities, the Guarantees, the Indenture, the Registration Rights Agreement and this Agreement and the consummation of the transactions herein and therein contemplated (i) will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company or any of the Company’s Subsidiaries or (iii) will not violate of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over

the Company or any of its Subsidiaries or any of their properties, except in the case of clauses (i) and (iii), as would have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company or the Guarantors of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement, except for the filing of a registration statement by the Company with the Commission pursuant to the United States Securities Act of 1933, as amended (the “ Securities Act ”) pursuant to the Registration Rights Agreement, qualification of the Indenture by the Trustee under the United States Trust Indenture Act of 1939, as amended, pursuant to the Registration Rights Agreement, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers;

(p)

Neither the Company nor any of its Subsidiaries is in violation of its Amended and Restated Certificate of Incorporation or Amended and Restated By-laws or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(q)

The statements set forth in the Pricing Circular and the Offering Circular under the caption “Description of Notes”, insofar as they purport to constitute a summary of the terms of the Securities, under the caption “Certain U.S. Federal Income Tax Considerations” and under the caption “Plan of Distribution,” insofar as they purport to describe the provisions of the U.S. securities laws and the purchase agreement referred to therein, are accurate, complete and fair;

(r)

Other than as set forth in the Pricing Circular, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(s)

The Company and each of the Company’s Subsidiaries possess adequate certifications, authorities, registrations, licenses, approvals or permits (collectively, “ Permits ”) issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any written notice of proceedings relating to the revocation or modification of any such Permit, other than, in each case, with respect to such Permits the failure of which to possess would not, individually or in the aggregate, have a Material Adverse Effect;

(t)

All tax returns or extensions thereof required to be filed by the Company and each of the Company’s Subsidiaries have been filed and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including any interest, additions to tax or penalties applicable thereto

due or claimed to be due from such entities have been paid, other than those being contested in good faith and for which adequate reserves have been provided;

(u)

No labor dispute with the employees of the Company or any of its subsidiaries exists, other than such as would not, individually or in the aggregate, have a Material Adverse Effect;

(v)

Other than such would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each of its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ intellectual property rights ”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights;

(w)

Except as set forth in the Pricing Circular, or as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of its subsidiaries (i) is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, the “ environmental laws ”), is liable for any off-site disposal or contamination pursuant to any environmental laws, or (ii) is subject to any claim relating to any environmental laws; and to the best knowledge of the Company, is not aware of any pending investigation which could reasonably be expected to lead to such a claim;

(x)

When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Company which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(y)

The Company is subject to Section 13 or 15(d) of the Exchange Act;

(z)

Assuming the accuracy of the representations and warranties and compliance with the covenants and agreements of the Purchasers set forth in Section 3, no registration of the Securities under the Securities Act, and no qualification of an indenture under the United States Trust Indenture Act of 1939 with respect thereto, is required for the offer, sale and initial resale of the Securities by the Purchasers in the manner contemplated by this Agreement;

(aa)

Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, none of them will be an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended (the “ Investment Company Act ”);

(bb)

None of the Company, the Guarantors or any person acting on its or their behalf has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Securities Act), by means of any directed selling efforts within the meaning of Rule 902 under the Securities Act and the Company, any affiliate of the Company and any person acting on its or their behalf has complied with and will implement the “offering restriction” within the meaning of such Rule 902; provided that no representation or warranty is made in this subsection (bb) with respect to the Purchasers;

(cc)

Within the preceding six months, except for the Company’s issuance of $355,000,000 in aggregate principal amount of 0.875% Senior Convertible Notes due 2013 on November 15, 2006, none of the Company, the Guarantors nor any other person acting on its or their respective behalf has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) of any Securities or any substantially similar security issued by the Company, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act;

(dd)

Neither the Company, nor any of the Company’s subsidiaries, nor to the best knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of the Company’s subsidiaries, has taken any action that would constitute a violation by such persons of the 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 and, to their knowledge, their 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;

(ee)

Neither the Company, nor any of the Company’s subsidiaries, nor to the best knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company or any of the Company’s subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering, 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;

(ff)

The Company and each of the Guarantors maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision , to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Except as set forth in the Pricing Circular, each of the Company’s and the Guarantors’ internal controls over financial reporting is effective and neither the Company nor any Guarantors are aware of any material weaknesses in its internal control over financial reporting;

(gg)

Since December 31, 2006, there has been no change in the Company’s nor any of the Guarantors’ internal control over financial reporting that has materially affected, or are reasonably likely to materially affect, the Company’s or the Guarantors’ internal control over financial reporting;

(hh)

Except as set forth in the Pricing Circular, the Company and each of the Guarantors maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective; and

(ii)

Deloitte & Touche LLP which has audited certain financial statements of the Company and its subsidiaries is an independent registered public accounting firm as required by the Securities Act and the rules and regulations of the Commission thereunder.