PURCHASE AGREEMENT

Exhibit 10.1

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “ Agreement ”) is made as of November 21, 2005 by and among i2 Technologies, Inc., a Delaware corporation (the “ Company ”), and the purchasers set forth on Schedule I hereto (each a “ Purchaser ” and collectively, the “ Purchasers ”).

RECITALS

WHEREAS , the Company has authorized the issuance and sale of up to $86.25 million in aggregate principal amount of its 5% Senior Convertible Notes due 2015 (the “ Notes ”);

WHEREAS , the Company proposes, subject to the terms and conditions stated herein, to issue and sell on the Closing Date (as defined below) (i) $75,000,000 in aggregate principal amount of the Notes to the Purchasers in the respective amounts set forth opposite each Purchaser’s name in column (1) on Schedule I hereto (the “ Firm Notes ”) and (ii) warrants, in substantially the form attached hereto as Exhibit A (the “ Warrants ”) to acquire up to that number of additional shares of Common Stock of the Company, par value $0.00025 per share (the “ Common Stock ”) set forth opposite each Purchaser’s name in column (3) on Schedule I hereto (as exercised, collectively, the “ Warrant Shares ”);

WHEREAS , the Company also proposes to issue and sell to the Purchasers up to an additional $11,250,000 in aggregate principal amount of the Notes (the “ Additional Notes ”) in the respective principal amounts set forth opposite each Purchaser’s name in column (2) on Schedule I hereto, if and to the extent that the Purchasers shall have determined to exercise the right to purchase such Additional Notes granted to the Purchasers in Section 1(b) below;

WHEREAS , the Firm Notes and the Additional Notes will be issued pursuant to an indenture substantially in the form attached as Exhibit B hereto (the “ Indenture ”) to be dated as of the Closing Date by and between the Company and JPMorgan Chase Bank, National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “ Trustee ”), and the Notes will be convertible into shares (the “ Underlying Securities ”) of Common Stock on the terms, and subject to the conditions, set forth in the Indenture;

WHEREAS , the Firm Notes, the Additional Notes, the Underlying Securities, the Warrants and the Warrant Shares, collectively, are referred to herein as the “ Securities .”

WHEREAS , the offer and sale of the Securities will not be registered under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “ Securities Act ”), in reliance on an exemption therefrom; and

WHEREAS , the Purchasers will be entitled to the benefits of a Registration Rights Agreement substantially in the form attached as Exhibit C hereto covering the Underlying Securities and the Warrant Shares to be dated as of the Closing Date by and among the Company and the Purchasers (the “ Registration Rights Agreement ” and, together with this Agreement, the Indenture, the Firm Notes, the Additional Notes and the Warrants, the “ Transaction Documents ”).

AGREEMENT

NOW, THEREFORE , in consideration of the foregoing premises, the mutual promises and covenants set forth herein and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Agreement to Sell and Purchase .

(a) Firm Notes and Warrants . On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Purchaser (i) the respective principal amounts of Firm Notes set forth opposite such Purchaser’s name in column (1) on Schedule I hereto and (ii) Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Purchaser’s name in column (3) on Schedule I hereto, and each Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, severally and not jointly agrees to purchase from the Company such respective principal amount of the Firm Notes and the Warrants at a purchase price of one hundred percent (100%) of the principal amount of the Firm Notes to be purchased by such Purchasers hereunder (the “ Purchase Price ”).

(b) Additional Notes . On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions of this Agreement, the Company agrees to sell to each Purchaser, and each Purchaser shall have the right to purchase, up to the principal amount of the Additional Notes set forth opposite such Purchaser’s name in column (2) on Schedule I hereto, with respect to each Purchaser (the “ Option ”). If purchased by a Purchaser, the Additional Notes shall be sold at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. To exercise the Option, a Purchaser must so notify the Company in writing (the “ Option Exercise Notice ”) on or before the sixtieth (60 ^th ) day after the Closing Date (the “ Option Expiration Date ”) which Option Exercise Notice shall specify the principal amount of the Additional Notes such Purchaser is purchasing pursuant to the Option and the date on which the Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date. If such date is not the Closing Date, such date may not be earlier than three (3) business days following the date of receipt by the Company of such Option Exercise Notice nor later than five (5) business days following the date of receipt by the Company of such Option Exercise Notice.

2

2. Closing .

(a) Firm Notes and Warrants . Payment for the Firm Notes and the Warrants shall be made severally by the Purchasers to the Company to an account specified in writing by the Company to the Purchasers on or prior to the date hereof in United States dollars in cash or other funds immediately available in New York City against delivery to each Purchaser of the Firm Notes and the Warrants purchased by such Purchaser at 10:00 a.m., New York City time, on November 23, 2005, or at such other time on the same or such other date as shall be mutually agreed upon by the Company and the Purchasers purchasing more than fifty percent (50%) of the aggregate principal amount of the Firm Notes to be purchased hereunder. The time and date of such payment and delivery are hereinafter referred to as the “ Closing Date .”

(b) Additional Notes . Payment for the Additional Notes to be purchased pursuant to any exercise of the Option shall be made by the Purchaser(s) purchasing the Additional Notes to the Company by wire transfer of United States dollars in cash or other funds immediately available in New York City, to an account previously specified in writing by the Company to such Purchaser(s) at least one (1) Business Day prior to the Option Closing Date (as defined below), against delivery of such Additional Notes in the form specified by the applicable Purchaser(s) in the applicable Option Exercise Notice at 10:00 a.m., New York City time, on the date set forth in the Option Exercise Notice, or at such other time on the same or on such other date, as may be mutually agreed upon by the Company and such Purchaser(s). The time and date of each such payment and delivery are hereinafter referred to as an “ Option Closing Date .”

3. Representations and Warranties . The Company represents and warrants to the Purchasers as of the Closing Date and each Option Closing Date, the following:

(a) Exchange Act Documents. The documents filed by the Company with the Securities and Exchange Commission (the “ SEC ”) pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the “ Exchange Act ”) since January 1, 2004 (as amended or supplemented from time to time prior to the date hereof, including the exhibits thereto, the “ Exchange Act Documents ”), when taken together, do not contain an 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.

(b) Financial Statements. Except as disclosed in the Exchange Act Documents, (i) the financial statements included in the Exchange Act Documents 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 and the changes in their consolidated cash flows for the periods specified therein and (ii) said financial statements have been prepared in conformity with generally accepted accounting principles and practices (“ GAAP ”) applied on a consistent basis, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC.

3

(c) Absence of Material Adverse Effect. Since the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2005 (the “ Latest 10-Q ”), there has not been any Material Adverse Change affecting the Company and its consolidated subsidiaries considered as a single enterprise. As used in this Agreement, “ Material Adverse Change ” or “ Material Adverse Effect ” means any change or effect that would be materially adverse to the business, properties, condition (financial or otherwise) or results of operations of the Company and its consolidated subsidiaries considered as a single enterprise, or to the ability or authority of the Company to consummate the transactions contemplated hereby and by the other Transaction Documents on the terms set forth herein or therein, provided, that any reduction in the market price or trading volume of the Company’s publicly traded common stock shall not, in any event, be deemed to constitute a Material Adverse Change or a Material Adverse Effect (it being understood that the foregoing shall not prevent a person from asserting that any underlying cause of such reduction independently constitutes such a Material Adverse Change or Material Adverse Effect).

(d) Absence of Certain Changes. Since the Latest 10-Q, there has not been any (i) material change in the capital stock or long-term debt of the Company or (ii) issuance of any options or warrants for the purchase of capital stock of the Company, securities convertible into or exercisable or exchangeable for capital stock of the Company or rights to purchase capital stock of the Company, except for changes or issuances occurring in the ordinary course of business and changes in outstanding Common Stock resulting from transactions relating to employee benefit plans or dividend reinvestment, stock option, stock award and stock purchase plans. Except as disclosed in the Current Report on Form 8-K filed by the Company on November 18, 2005 (the “ Recent Report ”), since the Latest 10-Q, the Company has not entered into any transaction or agreement that has or would be reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. Since the Latest 10-Q, the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have knowledge that its creditors intend to initiate involuntary bankruptcy proceedings or knowledge of any fact which would reasonably lead a creditor to do so. The Company is not as of the date hereof, and after giving effect to the transactions contemplated hereby will not be, Insolvent (as defined below). For purposes of this Section 3(d), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s known liabilities and identified contingent liabilities, (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted.

(e) Organization and Qualification. 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 corporate power and authority to own or lease its properties and conduct its business as described in the Exchange Act Documents, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other

4

jurisdiction in which it owns or leases properties, or conducts its business in a manner or to an extent that would require such qualification, other than such failures to be so qualified or in good standing as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(f) Subsidiaries. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized with full power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as currently operated and conducted, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect; all the issued and outstanding shares of capital stock of each such subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned, directly or indirectly, by the Company.

(g) Authorization; Enforcement; Validity. The Company has full corporate power and authority to enter into the Transaction Documents to which it is a party and to perform and discharge its obligations thereunder, including, without limitation, issuance of the Firm Notes, the Additional Notes and the Warrants and the reservation for issuance and the issuance of the Underlying Securities and the Warrant Shares; each Transaction Document to which it is a party has been duly authorized by the Company’s Board of Directors, and no further consent or authorization is required by the Company, its board of directors or its stockholders, other than (i) such consents or authorizations as have been obtained prior to the execution of this Agreement and (ii) the Stockholder Approval (as such term is defined in the Indenture); each Transaction Document to which it is a party has been duly executed and delivered by or on behalf of the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution thereunder may be limited by federal or state securities laws or public policy relating thereto that have not been previously waived.

(h) Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the Latest 10-Q except for changes in outstanding Common Stock resulting from transactions relating to employee benefit plans or dividend reinvestment, stock option, stock award and stock purchase plans. Except for this Agreement and the Registration Rights Agreement or stock purchase plans, there are no contracts, commitments, agreements, arrangements, understandings or undertakings of any kind to which the Company is a party, or by which it is bound, granting to any person the right to require the Company to file a registration statement under the Securities Act with respect to the Common

5

Stock or requiring the Company to include any Common Stock with the Underlying Securities and the Warrant Shares registered pursuant to any registration statement that have not been previously waived. The shares of Common Stock outstanding on the date hereof have been duly authorized and are validly issued, fully paid and non-assessable.

(i) Issuance of Firm Notes, Additional Notes and Warrants. The Firm Notes, the Additional Notes and the Warrants have been duly authorized by the Company, and when duly executed, authenticated, issued and delivered as provided in the Indenture and the other Transaction Documents (assuming due authentication of the Firm Notes and the Additional Notes by the Trustee) and paid for as provided herein and therein will be free from all taxes, liens and charges with respect to the issuance thereof and will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(j) Issuance of Underlying Securities and Warrant Shares. Upon issuance and delivery of the Firm Notes, the Additional Notes and the Warrants in accordance with this Agreement and the Indenture, the Firm Notes and the Additional Notes will be convertible at the option of the holder thereof into the Underlying Securities in accordance with the terms of the Indenture and the Warrants will be exercisable at the option of the holder thereof into Warrant Shares in accordance with the terms of the Warrants; the Underlying Securities initially issuable upon conversion of the Notes and the Warrant Shares initially issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued upon conversion or exercise, as the case may be, of the Notes and the Warrants, as applicable, in accordance with the terms of the Indenture and the Warrants, as applicable, will be validly issued, fully paid and non assessable, and the issuance of the Underlying Securities and the Warrant Shares will not be subject to any preemptive or similar rights and will be free from all taxes, liens or charges with respect to the issuance thereof.

(k) No Conflicts. The issuance and sale of the Firm Notes, the Additional Notes and the Warrants and the issuance by the Company of the Underlying Securities upon conversion of the Securities and the issuance of the Warrant Shares upon exercise of the Warrants, the execution and delivery by the Company of the Transaction Documents and the performance by the Company of all its obligations and the consummation of the transactions herein and therein contemplated, will not (i) result in a breach of any of the terms or provisions of, constitute a default (with or without the giving of notice or the passage of time or otherwise) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject except, in each case, for such conflicts, breaches, defaults, liens, charges or encumbrances which

6

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (iii) result in any violation of any material applicable law or statute or any order, rule or regulation of any court or governmental agency or of any self-regulatory agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or of any self-regulatory agency or body is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by any of the Transaction Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as may be required under state securities or Blue Sky Laws in connection with the purchase of and any distribution of the Securities by the Purchasers or under the Securities Act with respect to the registration of the Underlying Securities and the Warrant Shares pursuant to the terms of the Registration Rights Agreement.

(l) Absence of Litigation. Except as disclosed in the Exchange Act Documents, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its properties or to which the Company is or may be a party or to which any property of the Company is or may be the subject that, if determined adversely to the Company, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m) No Integrated Offering. Neither the Company, nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act) of the Company or any person acting on its or their behalf, has directly, or through any agent, sold, offered for sale, solicited offers to buy, or otherwise approached or negotiated with, any person in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Securities in a manner that would require (i) the registration under the Securities Act of the issuance of any of the Securities contemplated hereby or (ii) the approval of the stockholders of the Company in accordance with the rules and regulations of the Nasdaq National Market (the “ Principal Market ”).

(n) No General Solicitation. None of the Company, any affiliate of the Company or any person acting on its or their behalf has offered or sold any of the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising in the United States.

(o) Securities Act and Trust Indenture Act. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4 hereof and the Purchasers’ compliance with the agreements set forth therein, it is not necessary in connection with the offer, issuance, sale and delivery of the Securities in the manner contemplated by this Agreement and the other Transaction Documents to register the offer or sale of any of the

7

Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

(p) Placement Agent. Except for its engagement letter with J.P. Morgan Securities Inc. dated October 6, 2005, neither the Company nor its subsidiaries is a party to any contract, agreement or understanding with any person that would reasonably be expected to give rise to a valid claim against the Company or the Purchasers for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

(q) Manipulation of Price. Neither the Company, nor any of its subsidiaries nor any of their officers or directors or any of their affiliates has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that caused or resulted in, or that might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company in violation of the Securities Act, the Exchange Act or any other applicable securities laws.

(r) Listing. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on the Principal Market, and the Company has not taken any action designed to or reasonably likely to result in the termination of the registration of the Common Stock under the Exchange Act or delisting of the Common Stock from the Principal Market. Since July 21, 2005, (i) the Common Stock has been designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market, other than temporary trading halts effected by the Principal Market following the Company’s public release of material news and (iii) no executive officer of the Company has received any communication, written or oral, from the SEC or the Principal Market threatening the suspension or delisting of the Common Stock from the Principal Market.

(s) Tax Status. The Company and each of its subsidiaries (i) has filed all material federal, state, local and foreign tax returns, reports and declarations required by any jurisdiction to which it is subject and (ii) has paid all taxes that are material in amount shown or determined to be due in the returns, reports and declarations filed by them and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith and for which adequate reserves have been provided; and there is no tax deficiency in any material amount which has been or, to the Company’s knowledge, might reasonably be expected to be asserted or threatened against the Company and the Company is not aware of any reasonable basis for any such claim.

(t) Labor Relations. (i) Except as disclosed in the Exchange Act Documents, no labor disputes exist with employees of the Company except for such disputes as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and the Company is not aware that any key employee or significant group of employees of the Company plans to terminate employment with the Company and (ii) the Company and its subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of

8

employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company, and neither the Company nor any of its subsidiaries is a party to a collective bargaining agreement; provided, however, that, notwithstanding the foregoing, the employees of the Company’s German subsidiaries have formed a workers counsel.

(u) Environmental Laws. Except as disclosed in the Exchange Act Documents, to the Company’s knowledge, the Company is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health or the environment or imposing liability or standards of conduct concerning any Hazardous Material (collectively, “ Environmental Laws ”), except where such non-compliance with Environmental Laws would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The term “ Hazardous Material ” means (1) any “ hazardous substance ” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (2) any “ hazardous waste ” as defined by the Resource Conservation and Recovery Act, as amended, (3) any petroleum or petroleum product, (4) any polychlorinated biphenyl, and (5) any pollutant or contaminant or hazardous, dangerous, or toxic chemical, material, waste or substance regulated under or within the meaning of any other Environmental Law.

(v) Intellectual Property. (i) The Company or its subsidiaries own or possess the right to use the patents, patent licenses, trademarks, service marks, trade names, copyrights and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “ Intellectual Property ”) reasonably necessary to carry on the business conducted by the Company and its subsidiaries, taken as a whole, as described in the Exchange Act Documents, except to the extent that the failure to own or possess the right to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) all of such patents, registered trademarks and registered copyrights owned by the Company or its subsidiaries have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Registrar of Copyrights or the corresponding offices of other jurisdictions, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (iii) all material licenses or other material agreements under which (1) the Company or any of its subsidiaries is granted rights in Intellectual Property, other than Intellectual Property generally available on commercial terms from other sources, and (2) the Company or any of its subsidiaries has granted rights to others in Intellectual Property owned or licensed by the Company, are in full force and effect and there is no default by the Company or its subsidiaries or, to the Company’s knowledge, the other parties thereto, except for such failures to be in full force and effect and such defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (iv) the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property, except for notices the content of which if accurate would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and

9

(v) the Company and its subsidiaries do not have and, to the Company’s knowledge, none of its and their employees have any agreements or arrangements with any persons other than the Company or its subsidiaries related to confidential information or trade secrets of such persons other than such agreements that would not restrict the Company and its subsidiaries from conducting their business as described in the Exchange Act Documents to an extent that would reasonably be expected to result in a Material Adverse Effect.

(w) Permits. The Company and each of its subsidiaries, taken together, have (i) made all filings, applications and submissions required by, and possesses all approvals, licenses, certificates, clearances, consents, exemptions, orders, permits and other authorizations required to be issued by, the appropriate federal, state or foreign regulatory authorities (collectively, “ Permits ”) in order for the Company and its subsidiaries to conduct their business, except for such Permits for which the failure to obtain would not reasonably be expected to have a Material Adverse Effect, and are in compliance in all material respects with the terms and conditions of all such Permits; all such Permits held by the Company and its subsidiaries are valid and in full force and effect; there is no pending or, to the Company’s knowledge, threatened action, suit, claim or proceeding that may cause any such Permit to be limited, revoked, cancelled, suspended, modified or not renewed and neither the Company nor its subsidiaries has received any notice of proceedings relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding would reasonably be expected to have a Material Adverse Effect and (ii) such licenses, franchises, permits, authorizations, approvals and orders of and from governmental and regulatory officials and bodies as are, to the Company’s knowledge, reasonably necessary to own or lease and operate the properties and conduct the business of the Company and its subsidiaries, taken as a whole, on the date hereof.

(x) Title. (i) The Company has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by it that is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, except such as do not materially affect the value of such property, do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (ii) any real property and buildings held under lease by the Company and its subsidiaries are held by it under valid, subsisting and enforceable leases with such exceptions as do not interfere with the use made and proposed to be made of such property and buildings by the Company or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(y) ERISA. (i) The Company is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”), except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no “reportable event” (as defined in ERISA) has

10

occurred with respect to any “pension plan” (as defined in ERISA) for which the Company is required to provide notice under Section 4043 of ERISA and would have any liability, except where such liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) with respect to any “pension plan” (other than a “multiemployer plan” (as defined in ERISA)), the Company has not incurred and does not expect to incur liability under Title IV of ERISA with respect to termination of, or withdrawal from, such “pension plan,” or under Section 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “ Code ”), and (b) with respect to any “pension plan” that is a “multiemployer plan,” the Company has not received notice that the Company has incurred liability under Title IV of ERISA with respect to termination of, or withdrawal from, such “pension plan,” or under Section 412 or 4971 of the Code; (iv) except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each “pension plan” (other than a “multiemployer plan”) for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would reasonably be expected cause the loss of such qualification; and (v) except where the failure to be in such compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) or “accumulated funding deficiency” (as defined in section 302 of ERISA) has occurred with respect to any “pension plan” (other than a “multiemployer plan”) for which the Company would have any liability.

(z) OSHA. Other than as disclosed in the Exchange Act Documents, to the Company’s knowledge, the Company and each of its subsidiaries is in compliance with any and all applicable Occupational Safety and Health Administration standards and requirements (the “ OSHA Laws ”), except where such non-compliance with OSHA Laws would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(aa) Investment Company. Neither the Company nor any of its subsidiaries is, and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be, required to register as an “investment company” or an entity controlled by an investment company as such term is defined in the Investment Company Act of 1940, as amended.

(bb) Regulation U. The Company does not own, and has no present intention to acquire, and the proceeds of the sale of the Securities will not be used to buy or carry, any margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 207).

(cc) Independent Accountants. Deloitte & Touche LLP, who have certified the consolidated financial statements of the Company as of December 31, 2004, is an independent registered public accounting firm within the meaning of the Securities Act.

11

(dd) Internal Controls . The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and the Company maintains a system of “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act).

(ee) Sarbanes-Oxley Act. The Company and its executive officers and directors, in their capacities as such, are in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ff) Ranking of Firm Notes and Additional Notes . None of the existing indebtedness of the Company for borrowed money is or will rank senior to the Firm Notes or the Additional Notes in right of payment, whether in respect of payment of interest or upon liquidation or dissolution or otherwise, except to the extent that the Securities will be effectively junior to the obligations of the Company owing pursuant to that certain revolving letter of credit line from JPMorgan Chase Bank, National Association, effective from April 28, 2005 to May 1, 2006, as the same may be amended and/or extended from time to time, but only to the extent of the value of the assets securing such obligations.

(gg) Form S-3 Eligibility . The Company is eligible to register the Underlying Securities and the Warrant Shares for resale by the Purchasers using Form S-3 promulgated under the Securities Act.

(hh) Rule 144A. The Notes satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act.

(ii) Rights Agreement. Excep