dated September 9, 2005 (the “ Preliminary Offering Memorandum ”) and an offering memorandum dated the date hereof (the “ Final Offering Memorandum ”) setting forth information concerning the Company, the Guarantors, the Notes and the Exchange Notes (as defined below).  Copies of the Preliminary Offering Memorandum have been, and copies of the Final Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement.  Any references herein to the Preliminary Offering Memorandum and the Final Offering Memorandum shall be deemed to include all amendments and supplements thereto, unless otherwise noted.  The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum and the Final Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers in accordance with Section 2.

Holders of the Securities (including the Initial Purchasers and their respective direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, substantially in the form attached hereto as Annex B (the “ Registration Rights Agreement ”), pursuant to which the Issuers will agree to file with the Securities and Exchange Commission (the “ Commission ”) (i) a registration statement under the Securities Act (the “ Exchange Offer Registration Statement ”) registering an issue of senior subordinated notes of the Company (the “ Exchange Notes ”) and an issue of senior subordinated guarantees by the Guarantors (the “ Exchange Guarantees ” and, together with the Exchange Notes, the “ Exchange Securities ”) which, together, are identical in all material respects to the Securities (except that the Exchange Securities will not contain terms with respect to transfer restrictions) and (ii) under certain circumstances, a shelf registration statement with respect to the resale of the Securities pursuant to Rule 415 under the Securities Act (the “ Shelf Registration Statement ”).

Capitalized terms used but not defined herein shall have the meanings given to such terms in the Final Offering Memorandum.

1.             Representations, Warranties and Agreements of the Issuers .  The Issuers, jointly and severally, represent and warrant to, and agree with, each Initial Purchaser on and as of the date hereof and the Closing Date (as defined in Section 3) that:

(a)           Each of the Preliminary Offering Memorandum and the Final Offering Memorandum, as of its respective date, did not, and on the Closing Date the Final Offering Memorandum will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Issuers make no representation or warranty as to information contained in or omitted from the Preliminary Offering Memorandum or the Final Offering Memorandum in reliance upon and in conformity with written information relating to the Initial Purchasers furnished to the Company by or on behalf of the Initial Purchasers expressly for use therein (collectively, the “ Initial Purchasers’ Information ”).

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(b)           Each of the Preliminary Offering Memorandum and the Final Offering Memorandum, as of its respective date, contains all of the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

(c)           Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement and the Final Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”).

(d)           The Company and each of the Subsidiaries (as defined in paragraph (e) below) have been duly incorporated or formed, as the case may be, and are validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of their respective jurisdictions of incorporation or formation, are duly qualified to do business and are in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not, singularly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and the Subsidiaries, taken as a whole (a “ Material Adverse Effect ”).

(e)           The Company has an authorized capitalization as set forth in the Final Offering Memorandum under the heading “Capitalization”; all of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.  The entities listed on Schedule I hereto are the only subsidiaries (as defined in the “Description of Notes” section of the Final Offering Memorandum) of the Company (collectively, the “ Subsidiaries ”).  All of the outstanding shares of capital stock or membership interests of each Subsidiary 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 any lien, charge, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party (other than any lien securing that certain Second Amended and Restated Credit Agreement, as amended and restated on August 1, 2005, and as further amended thereafter, among NBTY, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A. (the “ Senior Credit Facility ”)).

(f)            The Issuers have all requisite corporate or other organizational power and authority to execute and deliver this Agreement, the Indenture, the Registration

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Rights Agreement and the Securities (collectively, the “ Transaction Documents ”) and to perform their respective obligations under the Transaction Documents; and all corporate or other organizational action required to be taken by each of the Issuers for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

(g)           This Agreement has been duly authorized, executed and delivered by each of the Issuers and, assuming due execution and delivery by the Initial Purchasers, constitutes a valid and legally binding agreement enforceable against each of the Issuers in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies or (iii) the enforceability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations.

(h)           The Registration Rights Agreement has been duly authorized by each of the Issuers and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each of the Issuers, enforceable against each of the Issuers in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies or (iii) the enforceability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws or regulations or the public policy underlying such laws or regulations.

(i)            The Indenture has been duly authorized by each of the Issuers and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of each of the Issuers, enforceable against each of the Issuers in accordance with its terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies.  On the Closing Date, the Indenture will conform in all material respects to the requirements of the Trust Indenture Act and the rules and regulations of the Commission thereunder.

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(j)            The Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered, as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies, and the Guarantees have been duly authorized by each of the Guarantors and, when the Guarantees have been duly executed, authenticated, issued and delivered as provided in the Indenture and when the Notes have been executed, authenticated, issued and delivered and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors entitled to the benefits of the Indenture, enforceable against each of the Guarantors in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies.

(k)           On the Closing Date, the Exchange Securities (including the related Exchange Guarantees) will have been duly authorized by each of the Issuers, as the case may be, and, when executed, authenticated, issued and delivered as provided in the Indenture and the Registration Rights Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of each of the Issuers entitled to the benefits of the Indenture, enforceable against the Company, as issuer, and the Guarantors, each as a Guarantor of the Notes in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and the availability of equitable remedies.

(l)            Each Transaction Document conforms in all material respects to the description thereof contained in the Final Offering Memorandum.

(m)          The execution, delivery and performance by each of the Issuers of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Securities and compliance by each of the Issuers with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or the provisions of, or constitute a default under, or, with notice or lapse of time or both, constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Issuers pursuant to,

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any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which any of the Issuers is a party or by which any of the Issuers is bound or to which any of the property or assets of any of the Issuers is subject, nor (ii) will such actions result in any violation of (x) the provisions of the charter or by-laws of any of the Issuers or (y) any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over any of the Issuers or any of their respective properties or assets, except, in all such cases other than clause (ii)(x), to the extent as would not have, individually or in the aggregate, a Material Adverse Effect; and no consent, approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by any of the Issuers of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of the Securities and compliance by the Issuers with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, filings, registrations or qualifications (i) which shall have been obtained or made prior to the Closing Date, (ii) as may be required to be obtained or made under the Securities Act and applicable state securities laws as provided in the Registration Rights Agreement or (iii) where the failure to obtain such consents approvals, authorizations, filings, registrations, or qualifications would not have, individually or in the aggregate, a Material Adverse Effect.

(n)           Each of Deloitte & Touche LLP and PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to the Company and its consolidated subsidiaries within the meaning of the Exchange Act and published rulings and regulations thereunder.  The historical financial statements (including the related notes) of the Company contained in the Final Offering Memorandum comply, in all material respects, with the requirements applicable to a registration statement on Form S-1 under the Securities Act (except to the extent described in the Final Offering Memorandum); such historical financial statements have been prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods covered thereby and fairly present, in all material respects, the financial position of the entities purported to be covered thereby at the respective dates indicated and the results of their operations and their cash flows for the respective periods indicated, except as disclosed therein; and the financial information contained in the Final Offering Memorandum under the headings “Summary—Summary historical consolidated financial data,” “Capitalization,” “Selected historical consolidated financial data,” and “Management’s discussion and analysis of financial condition and results of operations” is derived from the accounting records of the Company and the Subsidiaries and fairly presents, in all material respects, the information purported to be shown thereby.  The other historical financial and statistical information and data included in the Final Offering Memorandum fairly presents, in all material respects, the information purported to be shown thereby.

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(o)           Except as disclosed in the Final Offering Memorandum, there are no legal or governmental proceedings (including, without limitation, before the United States Food and Drug Administration (the “ FDA ”), the Federal Trade Commission (the “ FTC ”), the Consumer Product Safety Commission (the “ CPSC ”), the United States Department of Agriculture (the “ USDA ”), the Environmental Protection Agency (the “ EPA ”), the U.K. Foods Standard Agency (“ FSA ”) and the U.K. Department of Health pending to which the Company or any of the Subsidiaries is a party or of which any property or assets of the Company or any of the Subsidiaries is the subject which, singularly or in the aggregate, if determined adversely to the Company or any of the Subsidiaries, could reasonably be expected to have a Material Adverse Effect; and except as disclosed in the Final Offering Memorandum, to the best knowledge of the Company, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(p)           To the best knowledge of the Issuers, no action has been taken and no statute, rule, regulation, injunction or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance of the Securities or suspends the sale of the Securities and no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to the Issuers which would prevent or suspend the issuance or sale of the Securities or the use of the Preliminary Offering Memorandum or the Final Offering Memorandum in any jurisdiction; no action, suit or proceeding is pending against or, to the best knowledge of the Issuers, threatened against or affecting any Issuer before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Securities or in any manner draw into question the validity or enforceability of any of the Transaction Documents or any action taken or to be taken pursuant to the Transaction Documents; and the Issuers have complied with any and all requests by any securities authority in any jurisdiction for additional information to be included in the Preliminary Offering Memorandum and the Final Offering Memorandum.

(q)           Neither the Company nor any of the Subsidiaries is (i) in violation of its charter, by-laws or operating agreement, (ii) in default, and no event has occurred which, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in 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 Company’s or any of its Subsidiaries’ property or assets is subject, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (iii) in violation of any law (including, without limitation, the Federal Food, Drug and Cosmetic Act and the Dietary Supplement Health and Education Act of 1994), ordinance, governmental rule, regulation, order, judgment or decree to which it or its property or assets may be subject, which violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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(r)            The Company and each of the Subsidiaries possess all material licenses, certificates, authorizations and permits issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign regulatory agencies or bodies (including, without limitation, the FDA, the FTC, the CPSC, the USDA, the EPA, FSA, the U.K. Department of Health) which are necessary or desirable for the ownership of their respective properties or the conduct of their respective businesses as described in the Final Offering Memorandum, except where the failure to possess or make the same would not, singularly or in the aggregate, have a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has received notification of any revocation or modification of any such license, certificate, authorization or permit or has any reason to believe that any such license, certificate, authorization or permit will not be renewed in the ordinary course except where the failure to renew any such license, certificate, authorization or permit, singularly or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(s)           The Company and each of the Subsidiaries have filed all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof and have paid all taxes due thereon, except insofar as the failure to file such returns, individually or in the aggregate, would not have a Material Adverse Effect; and no tax deficiency has been determined adversely to the Company or any of the Subsidiaries which has had (nor does the Company or any of the Subsidiaries have any knowledge of any tax deficiency which, if determined adversely to the Company or any of the Subsidiaries, could reasonably be expected to have) a Material Adverse Effect.

(t)            Neither the Company nor any of the Subsidiaries is (i) an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), and the rules and regulations of the Commission thereunder or (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of any thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(u)           The Company and each of the 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 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.

(v)           The Company and each of the Subsidiaries have insurance covering their respective properties, operations, personnel and businesses, which insurance is in

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amounts and insures against such losses and risks as are adequate in the Company’s reasonable opinion to protect the Company and the Subsidiaries and their respective businesses.  Neither the Company nor any of the Subsidiaries has received notice from any insurer or agent of such insurer that substantial capital improvements are required or necessary to be made in order to continue such insurance.

(w)          The Company and each of the Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “ intellectual property ”) necessary for the conduct of their respective businesses, except where the failure to own or possess, have the right to use, or otherwise be able to acquire such intellectual property would not, singularly or in the aggregate, have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with, and the Company and the Subsidiaries have not received any notice of any claim of conflict with, any such material rights of others, in each case which conflict, individually or in the aggregate, would have a Material Adverse Effect.

(x)            The Company and each of the Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property which are material to the business of the Company and the Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title other than (i) liens, encumbrances and claims securing the Senior Credit Facility or as disclosed in the Final Offering Memorandum or (ii) liens, encumbrances, claims and defects and imperfections of title that (I) do not materially interfere with the use made and proposed to be made of such property or (II) could not reasonably be expected to have a Material Adverse Effect.

(y)           No labor disturbance by or dispute with the employees of the Company or any of the Subsidiaries exists or, to the best knowledge of the Company and the Subsidiaries, is contemplated or threatened, to the extent as could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; there is no significant unfair labor practice complaint pending against the Company or any of the Subsidiaries nor, to the best knowledge of the Company and the Subsidiaries, threatened against any of them, before the National Labor Relations Board, any state or local labor relations board or any foreign labor relations boards, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending against the Company or any or the Subsidiaries or, to the best knowledge of the Company and the Subsidiaries, threatened against any of them, in each case, to the extent as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(z)            No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and

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published interpretations thereunder (“ ERISA ”), or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “ Code ”)) or “accumulated funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA has been waived) has occurred with respect to any employee benefit plan of the Company or any of the Subsidiaries, or any entity that together with the Company or any Subsidiary is treated as a single employer under Section 414 (b), (c), (m) or (e) of the Code, which, in each case, could reasonably be expected to have a Material Adverse Effect; each such employee benefit plan, including, without limitation, each such pension plan that is intended to be qualified under Section 401(a) of the Code, is in compliance in all material respects with applicable law, including ERISA and the Code, except for instance of noncompliance which could not reasonably be expected to have a Material Adverse Effect; the Company and each of the Subsidiaries have not incurred and do not expect to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any pension plan for which the Company or any of the Subsidiaries would have any liability which could reasonably be expected to have a Material Adverse Effect.

(aa)         There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release of any kind of any pollutant or contaminant, or any toxic, hazardous or other substance, waste or constituent (“ Material ”) by, due to or caused by the Company or any of the Subsidiaries (or, to the best knowledge of the Company and the Subsidiaries, any other entity (including any predecessor) for whose acts or omissions the Company or any of the Subsidiaries is or could reasonably be expected to be liable) at, upon, under or from any of the property now or previously owned, leased or operated by the Company or any of the Subsidiaries (or any predecessor), or upon any other property, in violation of any statute or any ordinance, rule, regulation, order, judgment, decree or permit or which would, under any statute or any ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which could not reasonably be expected to have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Effect; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any Material with respect to which the Company or any of the Subsidiaries has knowledge, except for any such disposal, discharge, emission or other release of any kind which could not reasonably be expected to have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Effect.

(bb)         Neither the Company, any of the Subsidiaries nor, to the best knowledge of the Company and the Subsidiaries, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of the Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee

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from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(cc)         Prior to and immediately after the closing of the offering of the Notes, each of (x) the Company and (y) the Guarantors, taken as a whole, (after giving effect to the issuance of the Securities and to the other transactions related thereto as described in the Final Offering Memorandum) will be Solvent.  As used in this paragraph, the term “Solvent” means, with respect to an Issuer at a particular time, that at such time (i) the present fair market value (or present fair saleable value) of the assets of such Issuer is not less than the total amount required to pay the probable liabilities of such Issuer, as the case may be, on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Issuer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) such Issuer has not incurred and is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature and (iv) such Issuer is not engaged in any business or transaction, and does not intend to engage in any business or transaction, for which its property would constitute unreasonably small capital.  In computing the amount of such contingent liabilities at any time, it is intended that such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

(dd)         Except as described in the Final Offering Memorandum, there are no outstanding subscriptions, rights, warrants, calls or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity or other ownership interest in the Company or any of the Subsidiaries.

(ee)         Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Final Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(ff)           No Issuer is a party to any contract, agreement or understanding with any person (other than the Initial Purchasers) that would give rise to a valid claim against such Issuer or the Initial Purchasers for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Notes.

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

(hh)         None of the Issuers nor any of their affiliates (“ Affiliates ”) (as defined in Rule 501(b) of Regulation D under the Securities Act (“ Regulation D ”)) has,

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directly or through any agent (other than the Initial Purchasers, as to which no representation is made), sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as such term is defined in the Securities Act), which is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.

(ii)           None of the Issuers nor any of their respective affiliates or any other person acting on their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“ Regulation S ”) with respect to the Securities, and all such persons have complied with the offering restrictions requirement of Regulation S.

(jj)           There are no holders of securities of the Issuers who, by reason of the execution by the Issuers of any of the Transaction Documents or the consummation of the transactions contemplated therein (except as contemplated by the Registration Rights Agreement), have the right to request or demand that the Issuers register under the Securities Act any securities held by them.

(kk)         No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Preliminary Offering Memorandum or the Final Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(ll)           Since the date as of which information is given in the Final Offering Memorandum, except as otherwise expressly stated therein, (i) there has been no material adverse change in the condition (financial or otherwise), or in the results of operations, business, management or prospects of the Company and the Subsidiaries taken as a whole, (ii) neither the Company nor any Subsidiary has incurred any material liability or obligation, direct or contingent, other than in the ordinary course of business, (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business and (iv) there has not been any change in the capital stock or long-term debt of the Company and the Subsidiaries, except in the normal course of business, or any dividend or distribution of any kind declared, paid or made by the Company or any of the Subsidiaries on any class of its capital stock.

(mm)       There is and has been no failure on the part of the Compan