UNDERWRITING AGREEMENT

Exhibit 1.1

EXECUTION VERSION

D.R. HORTON, INC.

$450,000,000 2.00% Convertible Senior Notes due 2014

UNDERWRITING AGREEMENT

May 6, 2009

Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

As Representative of the several Underwriters
listed in Schedule A hereto

Ladies and Gentlemen:

          D.R. Horton, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell $450,000,000 aggregate principal amount of its 2.00% Convertible Senior Notes Due 2014 (the “ Firm Notes ”) and, at the election of the Underwriters (as defined below), an aggregate of up to an additional $50,000,000 aggregate principal amount (the “ Option Notes ”) of its 2.00% Convertible Senior Notes Due 2014 (the Firm Notes and the Option Notes are herein collectively referred to as the “ Notes ”) to Citigroup Global Markets Inc. (“ Citi ” or the “ Representative ”) and the other underwriters listed on Schedule A hereto (each, an “ Underwriter ” and collectively, the “ Underwriters ”). The Notes are to be issued pursuant to the provisions of an Indenture dated as of June 9, 1997 as supplemented (the “ Base Indenture ”) and a supplemental indenture to be dated as of May 13, 2009 (the “ Supplemental Indenture ” and together with the Base Indenture, the “ Indenture ”) among the Company, certain subsidiaries of the Company and American Stock Transfer & Trust Company, LLC (formerly known as American Stock Transfer & Trust Company), as Trustee (the “ Trustee ”). The Company’s obligations under the Indenture and the Notes will be unconditionally guaranteed (the “ Guarantees ”), jointly and severally, by each of the subsidiaries of the Company listed on the signature pages hereof (the “ Guarantors ”). The Company and the Guarantors are collectively referred to herein as the “ Issuers ” and the Notes and the Guarantees are collectively referred to herein as the “ Securities .”

          1.  Registration Statement and Prospectus . The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “ Act ”), a registration statement on Form S-3 (No. 333-134986), including a base prospectus relating to the Securities. The registration statement at the time it became effective on June 13, 2006, including information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B

under the Act, is hereinafter referred to as the “ Registration Statement ”. The base prospectus dated June 13, 2006 (the “ Base Prospectus ”), as supplemented by the prospectus supplement to be dated May 7, 2009 relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Act) in connection with confirmation of sales of the Securities (the “ Prospectus Supplement ”) is hereinafter referred to as the “ Prospectus ”. The Base Prospectus, as supplemented by the preliminary prospectus supplement dated May 5, 2009 relating to the Securities and used prior to the filing of the Prospectus (the “ Preliminary Prospectus Supplement ”) is hereinafter referred to as the “ Preliminary Prospectus ”. Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or the Prospectus (the “ Incorporated Documents ”), and, except as otherwise indicated, when reference is made to information “in” (including by use of the terms “set forth in,” “described in” and similar terms) the Preliminary Prospectus, the Prospectus or the Registration Statement, such reference shall be deemed to include information incorporated by reference in the Preliminary Prospectus, the Prospectus or the Registration Statement, as the case may be.

          At or prior to 8:00 a.m. (Eastern time) on May 7, 2009, the time you have informed us as the time when sales of the Securities may be first made by the Underwriters in the offering (the “ Time of Sale ”), the following information (collectively with the information referred to in the next succeeding sentence, the “ Time of Sale Information ”) is to be delivered in connection with such sales or filed with the Commission: the Preliminary Prospectus and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Act) listed on Exhibit B hereto. In addition, you have informed us that the Underwriters have or will orally or electronically via Bloomberg provide the final pricing information set out on Exhibit C to prospective purchasers prior to confirming sales.

          2.  Agreements To Sell and Purchase . The Company agrees to issue and sell, and, on the basis of the representations and warranties contained in this Underwriting Agreement (the “ Agreement ”) and subject to its terms and conditions, each Underwriter agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of the Firm Notes set forth opposite such Underwriter’s name on Schedule A hereto at an aggregate purchase price of 97.50% of the principal amount of the Firm Notes (the “ Purchase Price ”) plus accrued interest, if any, from May 13, 2009 to the First Closing Date (as hereinafter defined).

          In addition, on each Option Closing Date (as hereinafter defined), the Company agrees to issue and sell, and, on the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, each Underwriter shall have the option to purchase, severally and not jointly, from the Company the Option Notes at the Purchase Price plus accrued interest, if any, from the First Closing Date to such Option Closing Date. If any Option Notes are to be purchased, the amount of Option Notes to be purchased by each Underwriter shall be the amount of Option Notes which bears the same ratio to the aggregate amount of Option Notes being purchased as the amount of Firm Notes set forth opposite such Underwriter’s name on Schedule A hereto (or such amount increased as set forth in Section 9

hereof) bears to the aggregate amount of Firm Notes being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Notes in denominations other than multiples of $1,000 as the Representative in its sole discretion shall make.

          The Underwriters may exercise the option to purchase Option Notes at any time (subject to the following sentence) in whole, or from time to time in part, by written notice from the Representative to the Company. Such notice shall set forth the aggregate amount of Option Notes as to which the option is being exercised and the date and time when the Option Notes are to be delivered and paid for, which may be the same date and time as the First Closing Date but shall not be earlier than the First Closing Date or later than the earlier of (x) the tenth full business day after the date of such notice (unless the time and date of the First Closing Date are postponed in accordance with the provisions of Section 9 hereof) and (y) June 10, 2009. Option Notes may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Notes. No Option Notes shall be sold or delivered unless the Firm Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes or any portion thereof may be exercised from time to time, provided, however, that any notice of such exercise (other than any notice to purchase Option Notes on the First Closing Date) shall be given at least two business days prior to the date and time of delivery specified therein, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriters to the Company.

          3.  Terms of Public Offering . The Company is advised by the Underwriters that the Underwriters propose to make a public offering of the Securities as soon after the execution and delivery of this Agreement as in judgment of the Underwriters is advisable on the basis set forth in the Time of Sale Information and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter for the purpose of any offers and sales of Securities outside the United States.

          4.  Delivery and Payment . Delivery to the Underwriters of and payment for the Firm Notes shall be made at 10:00 A.M., New York City time, on May 13, 2009 (the “ First Closing Date ”), at such place as you shall designate. The First Closing Date and the location of delivery of and the form of payment for the Firm Notes may be varied by agreement between you and the Company.

          Delivery to the Underwriters of and payment for the Option Notes shall be made at such time and date as specified pursuant to Section 2 and at such place as you shall designate. Each time for the delivery of and payment for the Option Notes is referred to herein as an “ Option Closing Date ” (the First Closing Date and each Option Closing Date, if any, are sometimes referred to as a “ Closing Date ”), but in no event shall an Option Closing Date occur after June 10, 2009.

          Certificates for the Securities to be issued on any Closing Date shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to such Closing Date. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding such Closing Date. Certificates in definitive form evidencing the Securities shall be delivered to

you on such Closing Date with any transfer taxes thereon duly paid by the Company, for the account of the Underwriters, against payment therefor by wire or certified or official bank checks payable in Federal funds to the order of the Company. If the Securities will be issued in book-entry form, the Company shall deposit the global certificate(s) representing the Securities with the Depository Trust Company (“ DTC ”), or its designated custodian, on the applicable Closing Date, and the Company will deliver such global certificate(s) to the Underwriters by causing DTC to credit the Securities to the accounts of the Underwriters at DTC against payment therefor as set forth above.

          5.  Agreements of the Issuers . The Issuers, jointly and severally, agree with each Underwriter as follows:

     (a) The Company will comply fully and in a timely manner with the applicable provisions of Rule 424 and Rule 430B under the Act and will file any Issuer Free Writing Prospectus (as defined in Section 6(c)) to the extent required by Rule 433 under the Act.

     (b) The Issuers will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of the effectiveness of any amendment to the Registration Statement; (ii) of the transmission to the Commission for filing of any supplement to the Prospectus (including any document that would as a result of such filing become an Incorporated Document) or of any Issuer Free Writing Prospectus and to furnish you with copies thereof; (iii) of the receipt of any comments from the Commission that relate to the Registration Statement or of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or of the suspension of qualification of the Securities for offering or sale in any jurisdiction or the initiation or the threatening of any proceeding for such purpose or of the Company’s becoming the subject of a proceeding pursuant to Section 8A of the Act and (v) within the period of time referred to in paragraph (e) below, of any change in the Company’s condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement, the Time of Sale Information or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement, the Time of Sale Information or the Prospectus (as then amended or supplemented) in order to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Time of Sale Information or the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or

suspending any such qualification shall be issued, the Issuers will promptly use their best efforts to obtain the withdrawal of such order at the earliest possible time.

     (c) The Issuers will furnish to you, without charge, (i) five copies of the registration statement as originally filed with the Commission and of each amendment thereto, including all exhibits thereto, (ii) such number of copies of the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and any amendment or supplement thereto as you may reasonably request, (iii) such number of copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as you may request, (iv) such number of copies of the Incorporated Documents, without exhibits, as you may request, and (v) five copies of the exhibits to the Incorporated Documents.

     (d) The Issuers will not use or file any Issuer Free Writing Prospectus not included in the Time of Sale Information, file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in paragraph (e) below, file any document which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be used or filed, you shall reasonably object.

     (e) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or any dealer, the Issuers will expeditiously deliver to the Underwriters and each dealer, without charge, as many copies of the Preliminary Prospectus and the Prospectus (and of any amendment or supplement thereto) and each Issuer Free Writing Prospectus as you may reasonably request. The Issuers consent to the use of the Preliminary Prospectus, any Issuer Free Writing Prospectus, the use of which is permitted hereby, and the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Securities are offered by any Underwriter and by all dealers to whom Securities may be sold, both in connection with the offering and sale of the Securities and, in the case of the Prospectus, for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by any Underwriter or any dealer.

     (f) (1) If during the period of time referred to in paragraph (e) above any event shall occur as a result of which, in the judgment of the Issuers or in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with the Act or any other law, the Issuers will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in the light of the

circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with law, and to furnish to the Underwriters and to such dealers as you shall specify such number of copies thereof as the Underwriters or such dealers may reasonably request and (2) if at any time prior to the Time of Sale (i) any event shall occur or condition shall exist as a result of which, in the judgment of the Issuers or in the opinion of counsel for the Underwriters, the Time of Sale Information as then amended or supplemented would 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, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with the Act or any other law, the Issuers will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission (to the extent required) an appropriate amendment or supplement to the Time of Sale Information so that the statements in the Time of Sale Information, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Time of Sale Information will comply with law, and to furnish to the Underwriters and to such dealers as you shall specify such number of copies thereof as the Underwriters or such dealers may reasonably request.

     (g) The Issuers will cooperate with you and with counsel for the Underwriters in connection with the registration or qualification of the Securities for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided , however , that in no event shall any Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

     (h) The Issuers will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the date of the Prospectus and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder, and will advise you in writing when such statement has been made available.

     (i) During the period of five years hereafter, the Issuers will furnish to you as soon as available, to the extent not otherwise available on the Commission’s website, a copy of all public materials furnished by the Company to its stockholders and all public reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Stock (as hereinafter defined) may be listed pursuant to requirements of or agreements with such exchange or to the Commission.

     (j) The Company will apply the net proceeds from the sale of the Securities in accordance with the description set forth in the Prospectus under the caption “Use of Proceeds.”

     (k) Neither the Company nor any of its subsidiaries has taken, or will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Securities to facilitate the sale or resale of the Securities.

     (l) The Issuers will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement (including financial statements and exhibits), and all amendments and supplements thereto prior to or during the period specified in paragraph (e) above, (ii) the preparation of the Indenture, the issuance of the Notes and the fees of the Trustee; (iii) the printing and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and all amendments or supplements thereto during the period specified in paragraph (e) above, (iv) the printing and delivery of this Agreement, the Preliminary and Supplemental Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (v) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including in each case the reasonable fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (vi) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, (vii) the listing, if any, of the Securities on any national securities exchange and (viii) furnishing such copies of the Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Underwriters or by dealers to whom Securities may be sold.

     (m) The Issuers will not during the period beginning on the date hereof and continuing to and including the last possible Option Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or any warrants, options or other rights to purchase or acquire debt securities of the Company or any securities convertible into or exchangeable for debt securities of the Company (other than the Securities), without the prior written consent of Citi.

     (n) The Company will not sell, contract to sell or otherwise dispose of any Common Stock (other than any shares issued upon conversion of the Notes) or any securities convertible into or exercisable or exchangeable for Common Stock (other than the Notes), or grant any options, warrants or other rights to purchase Common Stock, for a period ending 60 days after the date of the Prospectus Supplement, without the prior written consent of Citi; provided , however , that the foregoing shall not prohibit (i) the grant of options pursuant to stock option or other employee benefit plans, (ii) the issuance of Common Stock upon exercise of options or other rights to acquire Common Stock granted under stock option or other employee benefit plans, or (iii) contracts for and the

sale or issuance of Common Stock or options, warrants or other rights to purchase Common Stock in connection with the acquisition of a business or property or assets by the Company or any of its subsidiaries or in connection with any business combination.

     (o) The Issuers will use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Issuers prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Securities.

     (p) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act.

     (q) The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Shares (as hereinafter defined).

          6.  Representations and Warranties of the Issuers . The Issuers, jointly and severally, represent and warrant to each Underwriter that:

     (a) Each preliminary prospectus included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus.

     (b) The Time of Sale Information at the Time of Sale will not, and at each Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that no representation or warranty is made as to information relating to an Underwriter contained in or omitted from the Time of Sale Information in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such Underwriter specifically for inclusion therein.

     (c) Other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than an Underwriter in its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below and any Media Communication (as defined below) other than the version filed pursuant to Rule 433(f) under the Act), an “ Issuer Free Writing Prospectus ”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, (ii) any free writing prospectus permitted by Rule 433(f) under the Act and satisfying the requirements of paragraph (i) thereof (a “ Media Communication ”) or (iii)

the documents listed on Exhibit B hereto and any other written communication approved in writing in advance by the Representative. Each such Issuer Free Writing Prospectus will comply in all material respects with the Act, has been or will be filed in accordance with the Act (to the extent required thereby) and, when taken together with all Time of Sale Information accompanying, delivered prior to delivery of or filed prior to the first use of such Issuer Free Writing Prospectus, will not, and at each Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that no representation or warranty is made as to information relating to an Underwriter contained in or omitted from any such Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such Underwriter specifically for inclusion. The Company will file each Media Communication, if any, pursuant to Rule 433(f) under the Act, within the time provided thereby, and each such Media Communication (including any correcting information permitted by Rule 433(f)), when filed, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (d) The Company was at the time of initial filing of the Registration Statement and at the time of the most recent amendment thereto for purposes of complying with Section 10(a)(3) of the Securities Act, a “well-known seasoned issuer” (as defined in Rule 405 under the Act) eligible to use Form S-3 for the offering of the Securities, including not having been an “ineligible issuer” (as defined in Rule 405 under the Act) at any such time or date. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 under the Act) and was filed not earlier than the date that is three years prior to the applicable Closing Date (as defined in Section 4). The Registration Statement has become effective and at the date of the Prospectus (if different), including at the date of any post-effective amendment or supplement, the Registration Statement will comply in all material respects with the provisions of the Act, and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus (and any supplements or amendments thereto) will at all such times comply in all material respects with the provisions of the Act and will not at any such time contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that no representation or warranty is made as to information relating to an Underwriter contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of such Underwriter specifically for inclusion therein.

     (e) The Incorporated Documents, at the time they were filed with the Commission complied, or, to the extent such documents were subsequently amended prior to the date hereof, at the time so amended complied, in all material respects with the

requirements of the Act or the Securities Exchange Act of 1934, as amended, and the published rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”), as applicable, and such documents do not on the date hereof, and will not at the Time of Sale or on any Closing Date contain an untrue statement of a material fact and do not on the date hereof, and will not at the Time of Sale or on any Closing Date omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (f) The financial statements (including the related notes and supporting schedules) in the Registration Statement, the Time of Sale Information and the Prospectus present fairly in all material respects the consolidated financial position and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved, except for changes in accounting principles described therein.

     (g) Each of PricewaterhouseCoopers LLP and Ernst & Young LLP, who have reported on the financial statements of the Company, is a registered independent public accounting firm with respect to the Company and its subsidiaries as required by the Act and, to the Company’s knowledge, is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) and the rules and regulations adopted pursuant thereto.

     (h) The Company and each of its subsidiaries have been duly formed and are validly existing in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification except where the failure to so qualify, singly or in the aggregate, would not have a Material Adverse Effect, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged. A “ Material Adverse Effect ” means any material adverse effect on the financial condition, results of operations, business or prospects of the Company and its subsidiaries taken as a whole.

     (i) The Company has an authorized capitalization as set forth in the Time of Sale Information and the Prospectus. Except as described in or expressly contemplated by the Time of Sale Information and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company (except, if any, such rights, warrants, options, instruments, contracts, commitments, agreements, understandings or arrangements in favor of the Company or any of its subsidiaries) except for this Agreement. The common stock of the Company conforms in all material respects to the description thereof contained in the Time of Sale Information

and the Prospectus. All of the issued equity interests of each subsidiary of the Company have been duly authorized and validly issued and, as to shares of capital stock of any corporation constituting a subsidiary, are fully paid and non-assessable, and (except for directors’ qualifying shares as disclosed in the Registration Statement and the Time of Sale Information or interests in non-Guarantor subsidiaries) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, security interests, equities or any other claim of any third party other than restrictions on transfer imposed by applicable securities laws.

     (j) When the Notes are delivered and paid for pursuant to this Agreement on each Closing Date, such Notes will be convertible into shares (the “ Underlying Shares ”) of common stock, par value $.01 per share (the “ Common Stock ”), of the Company in accordance with the terms of the Indenture. The Underlying Shares initially issuable upon conversion of the Notes have been duly authorized and reserved for issuance upon such conversion and, when issued upon such conversion, will be validly issued, fully paid and nonassessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or similar rights of any securityholder of the Company. The stockholders of the Company have no preemptive or similar rights with respect to the capital stock of the Company, the Securities or the Underlying Shares.

     (k) The execution, delivery and performance of this Agreement, the Indenture and the Securities by the Issuers, compliance by the Issuers of all the provisions hereof and thereof and the consummation of the transactions contemplated hereby will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such actions result in any violation of the provisions of the organizational documents of the Company or any of its subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their property or assets; and except for such consents, approvals, authorizations, registrations or qualifications as may be required under the Act or applicable state or foreign securities laws in connection with the purchase and distribution of the Securities by any Underwriter, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Indenture and the Securities by the Issuers, compliance by the Issuers of all the provisions hereof and thereof and the consummation of the transactions contemplated hereby.

     (l) This Agreement has been duly authorized, executed and delivered by the Issuers.

     (m) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “ TIA ”), and has been duly authorized, executed and delivered by the Issuers and is a valid and binding agreement of the Issuers, enforceable in accordance

with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

     (n) The Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to each Underwriter against payment therefor as provided by this Agreement, will be entitled to the benefits of the Indenture, and will be valid and binding obligations of the Company, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

     (o) The Guarantees have been duly authorized and, upon endorsement on the Notes by the Guarantors, execution and authentication of the Notes in accordance with the provisions of the Indenture and delivery of the Notes to each Underwriter against payment therefor as provided by this Agreement, will be entitled to the benefits of the Indenture, and will be valid and binding obligations of the Guarantors, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

     (p) The Securities and the Indenture conform in all material respects to the description thereof in the Time of Sale Information and the Prospectus.

     (q) Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements in the Time of Sale Information and the Prospectus, any loss or interference with the business of the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Information and the Prospectus, resulting in a Material Adverse Effect; and, since such date, there has not been any change in the capital stock (other than (i) the issuance of shares of Common Stock upon exercise of options, rights and awards described as outstanding in, (ii) the grant of options, rights and awards under existing equity incentive plans described in, and (iii) the issuance of shares of Common Stock under our employee stock purchase plan described in, the Time of Sale Information and the Prospectus) or material change in the long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Information and the Prospectus.

     (r) 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 Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.

     (s) The Company and its subsidiaries own the items of real property and personal property purported to be owned by them which are material to the conduct of the business of the Company and its subsidiaries taken as a whole, free and clear of all liens, encumbrances and defects, except such as are described in the Time of Sale Information and the Prospectus or such as would not have a Material Adverse Effect. All real property held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are described in the Time of Sale Information and the Prospectus or such as would not have a Material Adverse Effect.

     (t) Except as described in the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject which are reasonably likely to have a Material Adverse Effect; and to the Issuers’ knowledge, no such proceedings are threatened by governmental authorities or by others.

     (u) The conditions for use of Form S