PURCHASE AGREEMENT

Exhibit 4.2

$250,000,000

Century Aluminum Company

and
the parties listed on the signature page hereto
as Guarantors

7.5% Senior Notes due August 15,  2014

PURCHASE AGREEMENT

August 10, 2004

CREDIT SUISSE FIRST BOSTON LLC,
  As Representative of the Several Purchasers,
    Eleven Madison Avenue,
      New York, N.Y. 10010-3629

Dear Sirs:

     1.  Introductory. Century Aluminum Company, a Delaware corporation (the “ Company ”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “ Purchasers ”) $250,000,000 principal amount of its 7.5% Senior Notes due 2014 (the “ Offered Securities ”). The Offered Securities will be unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “ Guarantees ”), by each of the guarantors listed on the signature page hereof (the “ Guarantors ”). The Offered Securities are to be issued under an indenture to be dated as of August 26,  2004 (the “ Indenture ”), among the Company, the Guarantors and Wilmington Trust Company, as Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 144A (“ Rule 144A ”) and Regulation S ( “Regulation S ”) thereunder.

     Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “ Registration Rights Agreement ”), to be dated the Closing Date (as defined below), in substantially the form of Exhibit A hereto, for so long as such Offered Securities constitute “ Transfer Restricted Securities ” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “ Commission ”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “ Exchange Offer Registration Statement ”) relating to the Company’s 7.5% Senior Exchange Notes due 2014, guaranteed by the Guarantors, in a like aggregate principal amount as the Offered Securities issued by the Company under the Indenture, identical in all material respects to the Offered Securities (the “ Exchange Securities ”), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “ Exchange Offer ”) and the Subsidiary Guarantees thereof and (ii) if required by the terms of the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “ Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “ Registration Statements ”) relating to the resale by certain holders of the Offered Securities, and to use their best efforts to cause such

1

Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer.

       2.  Representations and Warranties of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally represent and warrant to, and agree with, the several Purchasers that:

     (a) A preliminary offering circular and an offering circular relating to the Offered Securities to be offered by the Purchasers have been prepared by the Company. Such preliminary offering circular (the “ Preliminary Offering Circular ”) and offering circular (the “ Offering Circular ”), including documents incorporated by reference therein, and as supplemented as of the date of this Agreement, are hereinafter collectively referred to as the “ Offering Document ”. As of its date the Preliminary Offering Circular did not, and on the date of this Agreement, the Offering Circular does 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. The preceding sentence does not apply to statements in or omissions from the Offering Document based upon written information furnished to the Company by any Purchaser through Credit Suisse First Boston LLC (“ CSFB ”) specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof. Except as disclosed in the Offering Document, on the date of this Agreement, the Company’s Annual Report on Form 10-K most recently filed with the Commission and all subsequent reports (collectively, the “ Exchange Act Reports ”) which have been filed by the Company with the Commission or sent to shareholders pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

     (b) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as described in the Offering Document; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole.

     (c) Each subsidiary of the Company has been duly organized and is validly existing as a corporation, limited liability company or limited partnership in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate, limited liability company or limited partnership) to own its properties and conduct its business as described in the Offering Document; and each subsidiary of the Company is duly qualified to do business as a foreign corporation, limited liability company or limited partnership in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued and outstanding shares of capital stock or other equity interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable or, in the case of any subsidiary that is not a corporation, all necessary actions under the limited liability company act or the limited partnership act under which the subsidiary was organized and the subsidiary’s constituent documents have been taken for the purchase of such subsidiary’s equity interests; and the capital stock or other equity interests of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects except for (i) encumbrances on the Company’s

2

ability to dispose of the stock of Berkeley Aluminum, Inc. pursuant to the Amended and Restated Owners’ Agreement dated as of January 26, 1996, as amended heretofore, governing the use and ownership of the Mt. Holly facility, (ii) the rights of Glencore Ltd. and Glencore Acquisition I LLC under that certain Security Agreement dated April 1, 2003 respecting Hancock Aluminum LLC’s membership interest in Century Aluminum of Kentucky LLC, (iii) liens, encumbrances, equities or claims under the Indenture dated April 2, 2001 relating to the Company’s 11 3/4% Senior Secured First Mortgage Notes due 2008 (“ the 2001 Indenture ”), and (iv) liens, encumbrances, equities or claims under Nordura’s senior term loan facility dated September 2, 2003.

     (d) This Agreement has been duly authorized, executed and delivered by the Company and each Guarantor.

     (e) Each of the Indenture and the Registration Rights Agreement has been duly authorized by the Company and each Guarantor, and when executed and delivered by the Company and such Guarantors, will be a valid and binding obligation of each such person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, general principles of equity (regardless of whether considered in an action at law or in equity) and limitations on the enforceability of indemnification or contribution provisions because of considerations of public policy.

     (f) The Offered Securities have been duly authorized; and when the Offered Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Purchasers pursuant to this Agreement, such Offered Securities will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether considered in an action at law or in equity).

     (g) Each Guarantor has duly authorized its Guarantee of the Offered Securities and, when the Offered Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Purchasers in accordance with the terms of this Agreement, such Guarantee will be a valid and binding obligation of such Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether considered in an action at law or in equity).

     (h) The Exchange Securities and the Guarantees thereof have been duly authorized by the Company and each Guarantor; and when the Exchange Securities are issued, executed and authenticated in accordance with the terms of the Exchange Offer and the Indenture, the Exchange Securities will be entitled to the benefits of the Indenture and will be the valid and legally binding obligations of the Company and the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether considered in an action at law or in equity).

     (i) The execution and delivery by the Company and each of the Guarantors of, and the performance by the Company and each of the Guarantors of its obligations under, this Agreement, the Indenture and the Registration Rights Agreement, and the consummation of the transactions contemplated hereby and thereby, will not contravene in any material respect any provision of

3

applicable law or regulation or the certificate of incorporation or by-laws or other constituent documents of the Company or any of its subsidiaries or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required to be obtained by the Company or its subsidiaries for the performance by the Company or any of the Guarantors of their respective obligations under this Agreement and the Registration Rights Agreement in connection with the issuance and sale of the Offered Securities and the Guarantees thereof by the Company and the Guarantors, except such as are disclosed in the Offering Document as may be required to comply with the Company’s and the Guarantors’ obligations under the Registration Rights Agreement under federal and state securities laws or as may be required to comply with the securities or Blue Sky laws of the various states in connection with the offer and sale of the Offered Securities (including the Guarantees thereof).

     (j) The Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

     (k) No securities of the same class (within the meaning of Rule 144A(d)(3)(i)) as the Offered Securities are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

     (1) Assuming compliance by the Purchasers with their representations and warranties set forth in Section 4, it is not necessary in connection with the offer, sale and delivery of the Offered Securities to the Purchasers and the offer and sale of the Offered Securities by the Purchasers in the manner contemplated by this Agreement to register the Offered Securities (including the Guarantees) under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

     (m) None of the Company, the Guarantors nor any of their affiliates, nor any person acting on any of their behalf (other than the Purchasers, as to whom the Company and the Guarantors make no representation) (i) has offered or sold the Offered Securities or any security of the same class or series as the Offered Securities which is or will be integrated with the sale of the Offered Securities in a manner that would require the registration under the Securities Act of the Offered Securities, (ii) has offered or will offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (iii) has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Offered Securities and the Company and its affiliates and any person acting on its or their behalf (other than the Purchasers, as to whom the Company and Guarantors make no representation) have complied and will comply with the offering restrictions requirements of Regulation S. The Company has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for this Agreement from the date hereof until the Closing Date.

     (n) The sale of the Offered Securities pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act.

     (o) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in

4

the Offering Circular (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

     (p) Except as disclosed in the Offering Document, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Company and its subsidiaries, taken as a whole, or would materially and adversely affect the ability of the Company or any Guarantor to perform its obligations under the Indenture, this Agreement, or the Registration Rights Agreement; and, to the knowledge of the Company and the Guarantors, no such actions, suits or proceedings are threatened or contemplated.

     (q) Neither the Company nor any Guarantor is and after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Offering Document, none will be an “investment company” as defined in the United States Investment Company Act of 1940 (the “ Investment Company Act ”).

     (r) The Company and its subsidiaries (1) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (2) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (3) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

     (s) Other than as disclosed in the Offering Document, the Company and its subsidiaries do not have any costs or liabilities associated with Environmental Laws (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) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

     (t) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company other than the Registration Rights Agreement dated August 9, 2004, or to require the Company to include any securities with the securities registered pursuant to any Registration Statement.

     (u) Neither the Company nor any of its subsidiaries (i) is in violation of its respective charter or by-laws or similar organizational documents or (ii) is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness, or in any lease, contract, indenture, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any of its subsidiaries is a party, or by which it or any of its subsidiaries or their respective properties may be bound, except where such default would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole; and neither the Company nor any of its subsidiaries is in violation of any law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or over their respective properties except

5

where such violations would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

     (v) Each of the contracts set forth on Schedule B hereto (the “ Material Operating Contracts ”) has been duly authorized, executed and delivered by, and constitutes a valid and binding obligation of, the Company and/or its subsidiaries party thereto; (ii) each of the Material Operating Contracts is in full force and effect as of the date hereof and, as of the Closing Date, will be in full force and effect; (iii) neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of the other parties thereto, is, or with the giving of notice or lapse of time or both would be, in violation of or in default under any of the Material Operating Contracts, except for violations and defaults which singly or in the aggregate would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

     (w) Subsequent to the date as of which information is given in the Offering Circular (exclusive of any amendment or supplement thereto subsequent to the date of this Agreement), (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in the Offering Circular.

     (x) Except as described in the Offering Document, the Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title to all personal property owned by them, in each case which is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such liens, encumbrances and defects that do not in the aggregate materially affect the value of such property and do not materially 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 materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Offering Document.

     (y) The Company and its subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

     (z) No material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbances by the employees of any of its principal suppliers, manufacturers or contractors that could, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

6

     (aa) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor its subsidiaries has been refused any material insurance coverage sought or applied for; and neither the Company nor its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Offering Document.

     (bb) Except as described in the Offering Document, the Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and have made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, except such as would not, singly or in the aggregate, result in a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Offering Document.

     (cc) Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Purchaser for a brokerage commission, finder’s fee or other like payment in connection with this offering.

     (dd)The Company and each of its subsidiaries maintains 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.

     (ee) The financial statements of the Company included in the Offering Document present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; the financial statements of Nordural hf, an Icelandic company and wholly owned subsidiary of the Company (“ Nordural ”), incorporated by reference in the Offering Document present fairly in all material respects the financial position of Nordural as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the applicable rules and regulations of the Commission; and the assumptions used in preparing the pro forma financial statements included in the Offering Document provide a reasonable basis for presenting the material effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

7

     (ff) (i) Deloitte & Touche LLP, which has certified certain financial statements of the Company and certain of its subsidiaries, and (ii) to the best of the Company’s knowledge, PricewaterhouseCoopers hf, which has certified certain financial statements of Nordural, are each independent public accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.

     (gg) The Company is not engaged in discussions regarding any possible acquisitions or dispositions that would be required to be disclosed if the Offering Circular were a Registration Statement on Form S-l and are not so disclosed.

     (hh) Immediately prior to and after the Closing Date, the present fair saleable value of the assets of each Guarantor (other than Virgin Islands Alumina Corporation LLC, Century Aluminum Holdings, Inc. and Century Louisiana, Inc.) will exceed the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities but excluding guarantees under the 2001 Indenture governing the Company’s 11¾% Senior Secured First Mortgage Notes (the “ First Mortgage Notes ”) with regard to the First Mortgage Notes being repurchased pursuant to the Company’s tender offer dated July 29, 2004 for its outstanding First Mortgage Notes) of such Guarantor as they become absolutely due and matured. The Company and each Guarantor believes that the assets of each Guarantor, immediately prior to and after the Closing Date, will not constitute unreasonably small capital to permit it to carry out its business as conducted or as proposed to be conducted. No Guarantor intends to, and none believes that it will, incur debts beyond its ability to pay such debts as they mature. For purposes of this representation, the amount of any liability (including contingent liabilities) at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that is, or can reasonably be expected to become, an actual or matured liability.

     (ii) Schedule C hereto is a true and complete list of all of the Company’s significant subsidiaries (as defined in Rule l-02(w) of Regulation S-X) as of the date of this Agreement (the “ Significant Subsidiaries ”).

     (jj) The Guarantors party hereto constitute all of the Domestic Restricted Subsidiaries (as defined in the Indenture) of the Company as of the Closing Date (other than Century Aluminum of Kentucky, LLC and any Foreign-Owned Parent Holding Company (as defined in the Offering Document)).

     (kk)The agreements and other documents (1) filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 or filed as an exhibit to any subsequent filing under the Exchange Act, (2) relating to the Company’s issuance of its 1.75% Convertible Senior Notes due August 1, 2004, together with (3) the Third Amendment and Consent to Revolving Credit Agreement dated as of August 4, 2004, the Purchase Agreement dated May 17, 2004 relating to the Gramercy Acquisition, and the Supplemental Indenture to the 2001 Indenture dated as of August 6, 2004, all to be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, constitute all of the outstanding material contracts of the Company and its subsidiaries taken as a whole required to be filed as exhibits under Item 601 of Regulation S-K.

     (ll) To the Company’s knowledge, the section in the Offering Circular entitled “The Planned Gramercy Acquisition” does 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.

8

     3.  Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of 97.75% of the principal amount thereof plus accrued interest, if any, from August 26, 2004 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the names of the several Purchasers in Schedule A hereto.

     The Company will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global securities in definitive form (the “ Global Securities ”) deposited with the Trustee as custodian for The Depository Trust Company (“ DTC ”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account specified by the Company drawn to the order of the Company at the office of Davis Polk & Wardwell, New York, N.Y., at 10:00 A.M. (New York time), on August 26, 2004, or at such other time not later than seven full business days thereafter as CSFB and the Company determine, such time being herein referred to as the “ Closing Date ,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Global Securities will be made available for checking at Davis Polk & Wardwell, New York, N.Y., at least 24 hours prior to the Closing Date.

     The Company hereby agrees that, without the prior written consent of Credit Suisse First Boston LLC on behalf of the Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or any Guarantor or warrants to purchase debt of the Company or any Guarantor substantially similar to the Offered Securities (other than the sale of the Offered Securities under this Agreement or any guarantee by any Guarantor of the Company’s 1.75% Convertible Senior Notes); provided that if this Agreement terminates and the Closing Date does not occur, this lockup shall expire upon such termination.

     4.  Representations by Purchasers; Resale by Purchasers.

     (a) Each Purchaser severally represents and warrants to the Company that it is a “Qualified Institutional Buyer” as defined in Rule 144A (a “ QIB ”).

     (b) Each Purchaser severally acknowledges that the Offered Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that, with respect to offers and sales made outside the United States, it has offered and sold the Offered Securities and will offer and sell the Offered Securities (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or Rule 144A. Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Securities, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S and Rule 144A. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or

9

for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

     Terms used in this subsection (b) have the meanings given to them by Regulation S.

     (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities except for any such arrangements with its affiliates, the other Purchasers or affiliates of the other Purchasers or with the prior written consent of the Company.

     (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Securities, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Securities has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

     (e) Each of the Purchasers severally represents and agrees that (i) it has not offered or sold and prior to the expiry of a period of six months from the closing date, will not offer or sell any Offered Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Offered Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company or any Guarantor; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.

     5.  Certain Agreements of the Company and Guarantors. The Company and each Guarantor agrees with the several Purchasers that:

     (a) The Company will advise CSFB promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without CSFB’s consent, which will not be unreasonably withheld. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers any event occurs as a result of which the Offering Document as then amended or supplemented would include an 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 when the Offering Document is delivered to a purchaser, not misleading, the Company promptly will notify CSFB of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither CSFB’s consent to, nor the Purchasers’ delivery to offerees or investors of, any such amendment or supplement shall constitute a

10

waiver of any of the conditions set forth in Section 6. The Purchasers agree to notify the Company of the completion of the resale of the Offered Securities by the Purchasers.

     (b) The Company will