PURCHASE AGREEMENT

Exhibit 10.1

Execution Version

Gaylord Entertainment Company

and

the Guarantors listed on Schedule II hereto

$300,000,000

3.75% Convertible Senior Notes due 2014

PURCHASE AGREEMENT

September 24, 2009

DEUTSCHE BANK SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
WELLS FARGO SECURITIES, LLC

Ladies and Gentlemen:

               Gaylord Entertainment Company, a Delaware corporation (the “ Company ”), hereby confirms its agreement with you (the “ Initial Purchasers ”), as set forth below.

               Section 1. The Securities . Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Initial Purchasers named in Schedule I hereto, for whom you are acting as representatives (the “ Representatives ”), $300,000,000 aggregate principal amount of its 3.75% Convertible Senior Notes due 2014 (the “ Firm Notes ”). The respective principal amounts of the Firm Notes to be so purchased by the several Initial Purchasers are set forth opposite their names in Schedule I hereto. In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $60,000,000 in aggregate principal amount of its 3.75% Convertible Senior Notes due 2014 (the “ Optional Notes ” and, together with the Firm Notes, the “ Notes ”). The Notes are to be issued under an indenture (the “ Indenture ”) to be entered into by and among the Company, the Guarantors listed on Schedule II hereto (collectively, the “ Guarantors ”) and U.S. Bank National Association, as Trustee (the “ Trustee ”) on the Closing Date.

               The Notes will be convertible on the terms, and subject to the conditions, set forth in the Indenture. As used herein, “ Conversion Shares ” means the shares of common

stock, par value $0.01 per share, of the Company (the “ Common Stock ”) to be received by the holders of the Notes upon conversion of the Notes pursuant to the terms of the Notes and the Indenture. In accordance with that certain Amended and Restated Rights Agreement, dated as of March 9, 2009 (the “ Rights Agreement ”), by and between the Company and Computershare Trust Company, N.A., as rights agent, each outstanding share of Common Stock of the Company is accompanied by one preferred share purchase right (a “ Right ”); each Right representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company upon the terms and subject to the conditions set forth in the Rights Agreement. Until the Distribution Date (as defined in the Rights Agreement), the Rights trade with, and will be inseparable from, the Common Stock. Each Conversion Share issued and sold by the Company pursuant to this Agreement shall be issued together with a Right. In this Agreement, the terms “Conversion Shares,” and “Common Stock” shall be deemed to include the Right which accompanies each share of Common Stock.

               The payment of principal of, Additional Interest (as defined in the Indenture), if any, and interest on the Notes will be fully and unconditionally guaranteed by the Guarantors (each a “ Guarantee ” and collectively, the “ Guarantees ”). The Notes will be offered and sold to the Initial Purchasers, and resold by the Initial Purchasers, without being registered under the Securities Act of 1933, as amended (the “ Act ”), in reliance on exemptions therefrom and the rules and regulations promulgated under the Act by the Securities and Exchange Commission (the “ Commission ”), including the exemption afforded by Rule 144A thereunder (“ Rule 144A ”).

               In connection with the sale of the Notes, the Company has prepared a preliminary offering memorandum dated September 23, 2009 (the “ Preliminary Memorandum ”) and has prepared a Pricing Supplement (the “ Pricing Supplement ”) dated September 24, 2009 setting forth or including a description of the terms of the Notes and the Guarantees, the terms of the offering of the Notes and the Guarantees, a description of the Company and any material developments relating to the Company occurring after the date of the most recent historical financial statements included therein. As used herein, “ Offering Memorandum ” shall mean, with respect to any date or time referred to in this Agreement, the Preliminary Memorandum, as supplemented by the Pricing Supplement, in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase the Notes prior to the time this Agreement is executed by the parties hereto (the “ Time of Execution ”). Promptly after the Time of Execution and in any event no later than the second Business Day following the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a Final Memorandum (the “ Final Memorandum ”), which will consist of the Preliminary Memorandum with such changes therein as are required to reflect the information contained in the Pricing Supplement, and from and after the time such Final Memorandum is delivered to each Initial Purchaser, all references herein to the Offering Memorandum shall be deemed to be a reference to both the Offering Memorandum and the Final Memorandum. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Preliminary Memorandum, the Final Memorandum or the Offering Memorandum shall be deemed to mean and

include all financial statements and schedules and other information that is incorporated by reference in or otherwise deemed to be a part of or included in the Preliminary Memorandum, the Final Memorandum or the Offering Memorandum, as the case may be; and all references in this Agreement to amendments or supplements to the Preliminary Memorandum, the Final Memorandum or the Offering Memorandum shall be deemed to mean and include any document filed under the Securities Exchange Act of 1934 (the “ Exchange Act ”) with the Commission after the date of the Preliminary Memorandum, the Final Memorandum or the Offering Memorandum that is incorporated by reference in or otherwise deemed to be a part of or included in the Preliminary Memorandum, the Final Memorandum or the Offering Memorandum, as the case may be. This Agreement, the Indenture, the Notes, and the Guarantees are referred to herein collectively as the “ Operative Documents .”

     Concurrent with the offering and sale of the Notes by the Company pursuant to the terms of this Agreement, the Company is offering to sell 6,000,000 shares of Common Stock of the Company (or up to 6,900,000 shares of Common Stock if the underwriters exercise the over-allotment option in full) (the “ Concurrent Offering ”), pursuant to the terms of an underwriting agreement, dated of even date herewith between the Company and certain of the Underwriters.

               As the Representatives, you have advised the Company (a) that you are authorized to enter into this Agreement on behalf of the several Initial Purchasers, and (b) that the several Initial Purchasers are willing, acting severally and not jointly, to purchase the principal amount of Firm Notes set forth opposite their respective names in Schedule I , plus their pro rata portion of the Optional Notes if you elect to exercise the over-allotment option in whole or in part for the accounts of the several Initial Purchasers.

               Section 2. Representations and Warranties . Each of the Company and the Guarantors represent and warrant to and agree with each of the Initial Purchasers as follows:

          (a) Offering Memorandum. As of the Time of Execution and as of the Closing Date (as defined in Section 3 below) or the Option Closing Date (as defined in Section 3 below), as the case may be, the Offering Memorandum does not, and will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchasers furnished to the Company in writing by the Initial Purchasers expressly for use in the Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 13 herein. The documents incorporated, or to be incorporated, by reference in the Offering Memorandum and the Final Memorandum, at the time filed with the Commission conformed or will conform, in all material respects to the requirements of the Exchange Act or the Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained or will contain an untrue statement of a material fact or omitted or will 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.

          (b) Financial Statements. The historical financial statements of the Company and its consolidated subsidiaries and the related notes thereto, as amended or superseded as of the date hereof, included or incorporated by reference in the Offering Memorandum and the Final Memorandum present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved (except as otherwise disclosed therein). The summary historical consolidated financial data and the information under the heading “Capitalization” included in the Offering Memorandum and the Final Memorandum are presented on a basis consistent with that of the audited financial statements included or incorporated by reference in the Offering Memorandum and the Final Memorandum.

          (c) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum and the Final Memorandum: (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a “ Material Adverse Change ”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.

          (d) Organization and Good Standing. Each of the Company and its subsidiaries has been duly incorporated, organized or formed and is validly existing as a corporation, limited liability company, limited partnership or general partnership and is in good standing under the laws of the jurisdiction of its incorporation or organization and has corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and the Final Memorandum and, in the case of the Company and the Guarantors, to enter into and perform their respective obligations, as the case may be, under this Agreement and the other Operative Documents.

               Each of the Company and its subsidiaries is duly qualified to transact business as a foreign corporation, limited liability company or partnership, as applicable, and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the

ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or partnership or other ownership interests of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable (to the extent such concepts are relevant with respect to such ownership interests) and is owned by the Company directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim except as set forth in the Offering Memorandum and the Final Memorandum or on Schedule III hereto. The Company does not own a majority interest in or otherwise control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule III hereto.

          (e) Authorized Capital. The authorized share capital of the Company consists of 150,000,000 shares of Common Stock, and 100,000,000 shares of preferred stock, $0.01 par value, of which (except for subsequent issuances, if any, pursuant to the Company’s stock option plans described in the Offering Memorandum and the Final Memorandum) 40,979,510 shares of Common Stock are outstanding and no shares of Preferred Common Stock are outstanding; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights under Delaware law; except as described in or expressly contemplated by the Offering Memorandum and the Final Memorandum, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire from the Company, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries (other than Corporate Magic, Inc., a Texas corporation), or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company or any of its subsidiaries is a party relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the Offering Memorandum and the Final Memorandum.

          (f) Authorization of the Notes. The Company has all requisite corporate power and authority to execute, deliver and perform each of its obligations under the Notes. The Notes, when issued, will be in the form contemplated by the Indenture. The Notes have each been duly and validly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and, in the case of the Notes, when delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture, and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought.

          (g) Authorization of the Guarantees . The Guarantees have been duly authorized by the Guarantors and, on the Closing Date, or, if any Optional Notes are being purchased, on the relevant Option Closing Date, will have been duly executed by the Guarantors and, when the Firm Notes and, if applicable, the Optional Notes are issued and delivered in the manner provided for in the Indenture, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, and (iii) the authorization, execution and delivery of the Guarantee of any Guarantor incorporated in the State of Tennessee may be limited by Tennessee corporate law relating to the adequacy of capital.

          (h) Authorization of the Conversion Shares . The Conversion Shares have been duly authorized and reserved and, when issued upon conversion of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof contained in the Offering Memorandum and the Final Memorandum, and the issuance of such Conversion Shares will not be subject to any preemptive or similar rights.

          (i) Authorization of the Indenture. The Company and the Guarantors have all requisite corporate or other power and authority to execute, deliver and perform their respective obligations under the Indenture. The Indenture, upon the effectiveness of the Registration Statement, will be qualified under the Trust Indenture Act of 1939, as amended (the “ TIA ”). The Indenture has been duly and validly authorized by the Company and the Guarantors and, when executed and delivered by the Company and the Guarantors (assuming the due authorization, execution and delivery by the Trustee), will constitute a valid and legally binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought, and (iii) the authorization, execution and delivery of the Guarantee of any Guarantor incorporated in the State of Tennessee may be limited by Tennessee corporate law relating to the adequacy of capital.

          (j) [Intentionally Omitted.]

          (k) Authorization of the Purchase Agreement. The Company and the Guarantors have all requisite corporate or other power and authority to execute, deliver and perform their respective obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation by the Company and the Guarantors of the transactions contemplated hereby have been duly and validly authorized by the

Company and the Guarantors. This Agreement has been duly executed and delivered by the Company and the Guarantors.

          (l) No Violation or Default. Except with respect to claims disclosed in the Offering Memorandum and the Final Memorandum, neither the Company nor any of its subsidiaries is (i) in violation of its charter, by-laws or other constitutive document, or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound (including, without limitation, the agreements listed in Schedule IV ), or to which any of the property or assets of the Company or any of their respective subsidiaries is subject (each, an “ Existing Instrument ”), or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such Default or violation that would not, individually or in the aggregate, result in a Material Adverse Change.

          (m) No Conflicts. The Company’s and each Guarantor’s execution, delivery and performance of this Agreement and the other Operative Documents and consummation of the transactions contemplated hereby and thereby and by the Offering Memorandum and the Final Memorandum (i) have been duly authorized by all necessary corporate or other action and will not result in any violation of the provisions of the charter, by-laws or other constitutive document of the Company or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, and (iii) assuming the accuracy of the representations, warranties and covenants of the Initial Purchasers herein, will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any of its subsidiaries. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

          (n) No Consents Required. No consent, approval, authorization or order of or registration, application or filing with any court or governmental agency or body, or third party is required on the part of the Company for the issuance and sale by the Company of the Notes and the issuance of the Guarantees by the Guarantors to the Initial Purchasers or the consummation by the Company and the Guarantors of the other transactions contemplated hereby, except (i) such as have been obtained, (ii) such as may be required under state securities or “Blue Sky” laws in connection with the purchase and resale of the Notes by the Initial

Purchasers, and (iii) the application to the New York Stock Exchange (the “ NYSE ”) to list the shares of Common Stock issuable upon conversion of the Notes.

          (o) Legal Proceedings. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, and which action, suit or proceeding, if determined adversely to the Company, or any of its subsidiaries, as the case may be, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement.

          (p) Independent Accountants. Ernst & Young LLP (the “ Independent Accountants ”), who have expressed their opinion with respect to the Company’s financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission included or incorporated by reference in the Offering Memorandum and the Final Memorandum are independent public or certified public accountants within the meaning of Regulation S-X under the Act and the Exchange Act.

          (q) Title to Real and Personal Property. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, the Company and each of its subsidiaries has good and valid title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(b) above (or elsewhere in the Offering Memorandum and the Final Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, claims and other defects, except as disclosed in the Offering Memorandum and the Final Memorandum or such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

          (r) Title to Intellectual Property. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, the Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “ Intellectual Property Rights ”) reasonably necessary to conduct their businesses as now conducted, except where the failure to own or possess such rights would not reasonably be expected to result in a Material Adverse Change; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would reasonably be expected to result in a Material Adverse Change.

          (s) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Offering Memorandum and the Final Memorandum and that is not so described in such documents and in the Offering Memorandum.

          (t) Investment Company Act. The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, “ Investment Company Act ”). The Company is not an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act.

          (u) Taxes. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(b) above in respect of all material federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

          (v) Licenses and Permits. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, the Company and each of its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.

          (w) No Labor Disputes. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, no material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

          (x) Compliance with Environmental Laws. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum or as would not, individually or in the aggregate, result in a Material Adverse Change: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or

threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, “ Environmental Claims ”), pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law.

          (y) Periodic Review of Costs of Environmental Compliance. From time to time in the ordinary course of its business, the Company conducts a review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change, except to the extent otherwise disclosed in the Offering Memorandum and the Final Memorandum.

          (z) Compliance with ERISA. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, the Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of

1974, as amended, and the regulations and published interpretations thereunder (collectively, “ ERISA ”)) established or maintained by the Company, its subsidiaries or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ ERISA Affiliate ” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “ Code ”) of which the Company or any of its subsidiaries is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of its ERISA Affiliates. Except as disclosed in the Offering Memorandum and Final Memorandum, no “employee benefit plan” established or maintained by the Company, its subsidiaries or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA) that would be material to the Company, its Subsidiaries or any of its ERISA Affiliates. Neither the Company, its subsidiaries nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the Company, its subsidiaries or any of its ERISA Affiliates that is intended to be qualified under Section 401 of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

          (aa) Accounting Controls. The Company maintains a system of internal controls over financial reporting that is sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

          (bb) Insurance. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, the Company and its subsidiaries are self-insured or are insured by recognized, and to our knowledge, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or any subsidiary will not be able to (i) renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor any of its

subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

          (cc) No Unlawful Payments. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any of its subsidiaries, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum and the Final Memorandum in order to make the statements therein not misleading.

          (dd) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Initial Purchaser for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Notes.

          (ee) No Stabilization. None of the Company, the Guarantors or any of their affiliates has taken or will 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 any security of the Company to facilitate the sale or resale of the Notes.

          (ff) Sarbanes-Oxley Act. Except with respect to certain non-timely filings of reports required by Section 16 of the Exchange Act by certain of the Company’s officers and directors, the Company and, to the best of its knowledge, its officers and directors are in compliance in all material respects with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes-Oxley Act ”) that are effective as of the date hereof.

          (gg) Common Stock Exchange Listing. The Company’s Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed on the NYSE, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

          (hh) Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act), which: (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, (ii) have been evaluated for effectiveness as of the end of the period covered by the Company’s most recent annual or quarterly report filed with the Commission, and (iii)

are effective in all material respects to perform the functions for which they were established. Based on the evaluation of the Company’s disclosure controls and procedures described above, the Company is not aware of (a) any significant deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. Since the most recent evaluation of the Company’s disclosure controls and procedures described above, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls.

          (ii) No Outstanding Loans or Other Indebtedness. Except as otherwise disclosed in the Offering Memorandum and the Final Memorandum, there are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of them.

          (jj) Regulations T, U and X. None of the Company, the Subsidiaries or any agent acting on their behalf has taken or will take any action that might cause this Agreement or the sale of the Notes to violate Regulation T, U or X of the Board of Governors of the Federal Reserve System, in each case as in effect, or as the same may hereafter be in effect, on the Closing Date.

          (kk) Descriptions of Documents. The Notes and the Indenture will conform in all material respects to the descriptions thereof in the Offering Memorandum.

          (ll)  No Integration. None of the Company, the Subsidiaries or any of their respective affiliates (as defined in Rule 501(b) of Regulation D under the Act, (each an “ Affiliate ”)) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Act) that is or could be integrated with the sale of the Notes or the Conversion Shares in a manner that would require the registration under the Act of the Notes or the Conversion Shares or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Notes or the Conversion Shares or in any manner involving a public offering within the meaning of Section 4(2) of the Act. The Company has not entered into any contractual arrangement with respect to the distribution of the Notes or the Conversion Shares except for this Agreement, and the Company will not enter into any such arrangement except as may be contemplated thereby.

          (mm) No Registration or Qualification. Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to the Initial Purchasers and the conversion of the Notes into Conversion Shares, in each case in the manner contemplated by this Agreement, the Indenture, the Offering Memorandum and the Final Memorandum to register

any of the Notes or the Conversion