UNDERWRITING AGREEMENT

Exhibit 1.1

UNDERWRITING AGREEMENT

$300,000,000

TESORO CORPORATION

9.75% Senior Notes due 2019

June 2, 2009

J.P. Morgan Securities Inc.
Banc of America Securities LLC
Wachovia Capital Markets, LLC
RBS Securities Inc.
BNP Paribas Securities Corp.
Calyon Securities (USA) Inc.
Daiwa Securities America Inc.
Fortis Securities LLC
Mitsubishi UFJ Securities (USA), Inc.
Mizuho Securities USA Inc.
Natixis Bleichroeder Inc.
PNC Capital Markets LLC
Scotia Capital (USA) Inc.
   as the Underwriters.
c/o J.P. Morgan Securities Inc.,
   as Representative for
   each of the Underwriters.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

          Tesoro Corporation, a Delaware corporation (the “ Company ”), proposes to sell to you (the “ Underwriters ”), for whom J.P. Morgan Securities Inc. is acting as representative (the “ Representative ”), $300,000,000 in aggregate principal amount of its 9.75% Senior Notes due 2019 (the “ Notes ”). The Underwriters, acting severally and not jointly, propose to purchase the principal amount of Notes set forth opposite their respective names in Schedule I hereto. The Notes will (i) have terms and provisions which are summarized in the Disclosure Package as of the Applicable Time and the Prospectus dated the date hereof (each as defined below) and (ii) be issued pursuant to an indenture (the “ Indenture ”), to be dated as of June 5, 2009, among the Company, U.S. Bank National Association, as trustee (the “ Trustee ”), and certain Subsidiaries (as defined below) of the Company (each, a “ Guarantor ” and, collectively, the “ Guarantors ”) who will initially guarantee the Company’s obligations under the Indenture and the Notes. As

used herein, the term “ Guarantor ” includes each entity listed on Schedule III hereto and each guarantee by a Guarantor of the Company’s obligations with respect to the Notes and the Indenture is referred to as a “ Subsidiary Guarantee .” This is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.

          In connection with the offer and sale of the Notes, the Company and the Guarantors have prepared and filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (File No. 333-159655), which contains a preliminary prospectus to be used in connection with the public offering and sale of the Notes. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Securities Act ”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, 430B or 430C under the Securities Act (the “ Rule 430 Information ”), is called the “ Registration Statement .” The term “ Preliminary Prospectus ” means the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information. The term “ Prospectus ” shall mean the prospectus relating to the Notes in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with the confirmation and sales of the Notes. 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 Securities Act as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus as the case may be; any reference to any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Registration Statement, any Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Exchange Act ”), and incorporated by reference in such Registration Statement, any Preliminary Prospectus or Prospectus, as the case may be.

          The term “ Disclosure Package ” shall mean (i) the Preliminary Prospectus and (ii) any “free writing prospectus” as defined in Rule 405 of the Securities Act identified in Schedule IV hereto, which shall include the term sheet prepared pursuant to Section 5(e) hereto (the “ Pricing Term Sheet ”), which were available to purchasers of Notes at or prior to the time when sales of Notes were first made (the “ Applicable Time ”).

          Copies of the Preliminary Prospectus have been, and copies of the Disclosure Package and the Prospectus have been or will be, made available or delivered by the Company to the Underwriters pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Prospectus, the Disclosure Package and the Prospectus in connection with the offering and resale of the Notes by the Underwriters in accordance with Section 3 hereof.

          This Agreement, the Indenture and the Notes are hereinafter sometimes referred to collectively as the “ Operative Documents .”

           1. Representations, Warranties and Agreements of the Company and the Guarantors. The Company and each of the Guarantors, jointly and severally, represents and warrants to, and agrees with, the Underwriters that as of the date hereof:

     (a) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and the Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act.

     (b) The Disclosure Package, at the Applicable Time, did 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 the representations and warranties set forth in this Section 1(b) do not apply to statements or omissions in the Disclosure Package made in reliance on and in conformity with information furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein.

     (c) The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, 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 Securities Act) (other than the Preliminary Prospectus, the Pricing Term Sheet, the Prospectus, any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act and any other document listed on Schedule IV) that constitutes an offer to sell or solicitation of an offer to buy the Notes (each such communication by the Company, an “ Issuer Free Writing Prospectus ”) without the prior consent of the Underwriters; and any such Issuer Free Writing Prospectus the use of which has been previously consented to by the Underwriters is set forth substantially in form and substance as attached hereto on Schedule IV. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and when taken together with the Prospectus at the 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 that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

     (d) The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the

Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been initiated or threatened by the Commission; as of the effective date of the Registration Statement, the Registration Statement complied in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Trust Indenture Act ”), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

     (e) The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus conformed, when such documents were filed with the Commission, in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, Disclosure Package or Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

     (f) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and is duly qualified and registered as a foreign corporation for the transaction of business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification or registration necessary (except where the failure to so qualify or register would not have a Material Adverse Effect (as defined below)). As of March 31, 2009, the Company had an actual capitalization as set forth under the caption “Capitalization” in the Registration Statement, the Disclosure Package and the Prospectus. On the date hereof, all of the issued and outstanding shares of capital stock of the Company have been, and on the Closing Date will be, duly authorized and validly issued and are, and on the Closing Date will be, fully paid and

nonassessable. As used herein, “ Material Adverse Effect ” means a material adverse effect on the condition (financial or otherwise), results of operations, business, earnings or prospects of the Company and the Subsidiaries (as defined below), taken as a whole.

     (g) Schedule II hereto is a complete and accurate schedule of the names of all corporations, partnerships and other entities (the “ Subsidiaries ”) which constitute “subsidiaries” of the Company, as such term is defined in Rule 405 of the rules and regulations of the Commission under the Securities Act (collectively with the rules and regulations of the Commission under the Exchange Act, the “ Rules and Regulations ”), and no other corporation, partnership or other entity in which the Company has an equity interest constitutes a “subsidiary” as defined in Rule 405 of the Rules and Regulations. Schedule III hereto is a complete and accurate schedule of the names of the Subsidiaries that have individually guaranteed Indebtedness (as defined in the Indenture) of the Company or another Guarantor in excess of $5 million and, other than the Subsidiaries listed in Schedule III hereto, no Subsidiary has guaranteed Indebtedness of the Company or another Guarantor in excess of such amount. Each Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its incorporation or formation, as the case may be, with full corporate or other power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus. Each Subsidiary is duly qualified and registered as a foreign corporation or limited partnership, as the case may be, for the transaction of business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it make such qualification or registration unnecessary, save where the failure to so qualify or be in good standing as a foreign corporation or limited partnership, as the case may be, would not have a Material Adverse Effect.

     (h) All of the issued and outstanding shares of capital stock of each of the Subsidiaries that is a corporation have been duly authorized and validly issued, are fully paid and nonassessable, and are owned by the Company (except for one share of the capital stock of Tesoro Petroleum (Singapore) Pte Ltd.) directly or indirectly, free and clear of any lien, adverse claim, security interest or other encumbrance (a “ Lien ”), except for Liens described in the Disclosure Package and the Prospectus. All outstanding equity interests in each Subsidiary that is not a corporation have been duly authorized and validly issued and are owned by the Company directly or indirectly, free and clear of any Lien, except for Liens described in the Disclosure Package and the Prospectus. Except as disclosed in the Disclosure Package and the Prospectus and as outstanding under employee benefit plans of the Company, there are no outstanding subscriptions, rights (preemptive or other), warrants, calls, commitments of sale or options to acquire, or instruments convertible into or exchangeable for, nor any restriction on the voting or transfer of, any capital stock or other equity interest of the Company or any Subsidiary.

     (i) The Company and the Guarantors have all requisite power and authority to execute, deliver and perform their respective obligations under this Agreement, each of the other Operative Documents to which they may be a party and to consummate the transactions contemplated hereby and thereby, including, without limitation, the power

and authority to issue, sell and deliver the Notes and the Subsidiary Guarantees as provided herein and therein.

     (j) This Agreement has been duly and validly authorized, executed and delivered by the Company and each of the Guarantors and, when duly authorized, executed and delivered by the other parties hereto, will constitute a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws or principles of public policy.

     (k) The Indenture has been duly authorized by the Company and each of the Guarantors and, on the Closing Date, will have been validly executed and delivered by the Company and each of the Guarantors. When validly executed and delivered by the Company and each of the Guarantors, assuming due authorization, delivery and performance by the Trustee, the Indenture will constitute a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equity principles. Upon effectiveness of the Registration Statement, the Indenture was duly qualified under the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder. The Registration Statement, the Disclosure Package and the Prospectus each contain an accurate summary, in all material respects, of the terms of the Indenture.

     (l) The Notes have been duly authorized for issuance and sale to the Underwriters by the Company pursuant to this Agreement and, on the Closing Date, will have been validly executed and delivered by the Company. When the Notes have been issued, executed and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms hereof and thereof, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equity principles, and entitled to the benefits of the Indenture. The Registration Statement, the Disclosure Package and the Prospectus each contain an accurate summary, in all material respects, of the terms of the Notes.

     (m) Each of the Subsidiary Guarantees has been duly authorized for issuance by each of the Guarantors and, on the Closing Date, will have been duly issued by such Guarantor. When the Indenture has been validly executed and delivered by such Guarantor and the Notes have been validly issued, executed and authenticated in accordance with the terms of the Indenture and delivered against payment therefor in accordance with the terms hereof and thereof, such Subsidiary Guarantee will constitute a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance

with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general equity principles, and entitled to the benefits of the Indenture. The Disclosure Package and the Prospectus each contain an accurate summary, in all material respects, of the terms of the Subsidiary Guarantees.

     (n) The execution, delivery and performance of this Agreement and the other Operative Documents by the Company and each of the Guarantors, compliance by the Company and each of the Guarantors with all the provisions hereof and thereof, the issuance and sale of the Notes by the Company, the issuance of the Subsidiary Guarantees by the Guarantors and the consummation by the Company and the Guarantors of the transactions contemplated hereby and thereby (i) 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 agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the properties or assets of the Company or any Subsidiary is subject, (ii) will not result in any violation of the provisions of the charter, by-laws or other organizational documents of the Company or any Subsidiary, (iii) will not result in any violation of the provisions of any law or statute or any order, rule, regulation, judgment or decree of any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties or assets, or (iv) result in the imposition or creation of (or the obligation to create or impose) a Lien under any agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or their respective properties or assets is bound, except in the case of clauses (i), (iii) and (iv) for such conflicts, breaches, defaults, violations or Liens which individually or in the aggregate would not result in a Material Adverse Effect. Except for such consents, approvals, authorizations, other orders, filings, qualifications or registrations (i) as have been obtained, (ii) as may be required under applicable state securities or Blue Sky laws of various jurisdictions in connection with the purchase and distribution of the Notes by the Underwriters or (iii) which the failure to obtain would not result in a Material Adverse Effect, no consent, approval, authorization, or order of or filing, qualification or registration with, any such court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the other Operative Documents by the Company and each of the Guarantors, compliance by the Company and each of the Guarantors with all the provisions hereof and thereof, the issuance and sale of the Notes by the Company, the issuance of the Subsidiary Guarantees by the Guarantors and the consummation of the transactions contemplated hereby and thereby.

     (o) Neither the Company nor any Subsidiary has sustained, since the date of the latest annual financial statements included in each of the Registration Statement, the Disclosure Package and the Prospectus, any material loss or interference with its business 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 in the Registration Statement, the Disclosure Package and the Prospectus, except losses or interferences which do not, individually or in the aggregate, have a Material

Adverse Effect; except as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus, since such date, there has not been any material change in the capital stock or other equity interest or long-term debt or short-term debt of the Company or any Subsidiaries or any change having a Material Adverse Effect, or any development involving a prospective material adverse change, in or affecting the general affairs, management, consolidated financial position, stockholders’ equity or results of operations of the Company and the Subsidiaries; and since such date, except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not (i) issued or granted any securities, other than pursuant to the Company’s employee benefit plans, or (ii) declared or paid any dividend on its capital stock.

     (p) The historical consolidated financial statements (including the related notes) of the Company which appear in and are incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act, and the Rules and Regulations, 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 accounting principles generally accepted in the United States of America applied on a consistent basis throughout the periods involved except as noted therein. The other historical and as adjusted financial and statistical information and operating data of the Company which appear in and are incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus are in all material respects accurately presented and prepared on a basis consistent with the financial statements included in the Registration Statement, the Disclosure Package and the Prospectus and the books and records of the Company.

     (q) There are no contracts, agreements or understandings between the Company or any Guarantor and any person granting such person the right to require the Company or such Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or of such Guarantor, owned or to be owned by such person or to require the Company or such Guarantor to include such securities with any securities being registered pursuant to any registration statement filed by the Company under the Securities Act.

     (r) Ernst & Young LLP, who has audited certain annual consolidated financial statements of the Company and whose reports are included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus and who has delivered the initial letters referred to in Section 7(g) hereof, is an independent registered public accountant with respect to the Company within the meaning of the Securities Act and the applicable published rules and regulations thereunder and the Public Company Accounting Oversight Board. Deloitte & Touche LLP, who has audited certain annual consolidated financial statements of the Company and whose reports are included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus and who has delivered the initial letters referred to in Section 7(g) hereof, is an independent registered public accountant with respect to the Company within the

meaning of the Securities Act and the applicable published rules and regulations thereunder and the Public Company Accounting Oversight Board.

     (s) Other than as set forth in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any Subsidiary is a party or to which any of their respective properties or assets is subject which (i) could reasonably be expected to have a Material Adverse Effect or (ii) could materially and adversely affect the consummation by the Company and each of the Guarantors of their obligations pursuant to this Agreement or the other Operative Documents; and to the knowledge of the Company and each Guarantor, no such proceedings are threatened or contemplated by government authorities or threatened by others.

     (t) The Company and each of the Subsidiaries have such permits, licenses, franchises and authorizations of governmental or regulatory authorities (“ permits ”) as are necessary to own their respective properties and to conduct their respective businesses in the manner described in the Registration Statement, the Disclosure Package and the Prospectus, subject in each case to such qualifications as may be set forth in the Registration Statement, the Disclosure Package and the Prospectus and except where the failure to have such permits would not have a Material Adverse Effect; the Company and each of the Subsidiaries have fulfilled and performed in all material respects all of their current obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such permits, subject in each case to such qualifications as may be set forth in the Disclosure Package and the Prospectus and except where the failure so to fulfill or perform or the occurrence of such an event would not have a Material Adverse Effect; and, except as described in the Disclosure Package and the Prospectus, none of such permits contains any restriction that is materially burdensome to the Company and the Subsidiaries, taken as a whole.

     (u) The Company and each of the Subsidiaries own or possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights and licenses necessary for the conduct of their respective businesses, except where the failure to have such rights would not have a Material Adverse Effect, and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others which, in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (v) The Company and each of the Subsidiaries have indefeasible title in fee simple to all real property and defensible title to all personal property owned by them and can use such real and personal property as such property has historically been used by the Company and the Subsidiaries; and all real property, buildings and vessels held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property, buildings and vessels by the Company and the Subsidiaries.

     (w) No labor disturbance by the employees of the Company or any of the Subsidiaries exists or, to the knowledge of the Company, is imminent which might be expected to have a Material Adverse Effect; except as disclosed in the Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries is party to a collective bargaining agreement; and there are no significant unfair labor practice complaints pending against the Company or any of the Subsidiaries or, to the best of the Company’s knowledge, threatened against any of them which, in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (x) The Company and each of the Subsidiaries are in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company or any of the Subsidiaries would have any liability; neither the Company nor any of the Subsidiaries has incurred and neither do any of them expect to incur liability under (i) title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “ Code ”); and each “pension plan” for which the Company or any Subsidiary 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 cause the loss of such qualification.

     (y) The Company and each of the Subsidiaries have filed, and as of the Closing Date will have filed, all federal, state, local and foreign income and franchise tax returns required to be filed through the date hereof and have paid all taxes due thereon, except where the failure to file such tax returns or pay such taxes would not have a Material Adverse Effect and no tax deficiency has been determined adversely to the Company or any of the Subsidiaries which has had (nor does the Company have any knowledge of any tax deficiency which, if determined adversely to the Company or any of the Subsidiaries, might have) a Material Adverse Effect.

     (z) The Company and the Subsidiaries (i) make and keep accurate books and records and (ii) maintain internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference.

     (aa) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to its principal executive officer and its principal

financial officer or persons performing similar functions by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as of a date within 90 days prior to the filing of its most recent annual or quarterly report filed with the Commission; and (iii) are effective in all material respects to perform the functions for which they were established. Based on the Company’s evaluation of its disclosure controls and procedures, the Company has concluded that its disclosure controls and procedures are effective in alerting the Company’s Chief Executive Officer and Chief Financial Officer on a timely basis to material information relating to the Company that is required to be included in its periodic filings under the Exchange Act. Since the date of the Company’s most recent evaluation, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or that are reasonably likely to materially affect, such internal controls over financial reporting.

     (bb) There is and has been no failure on the part of the Company and any of its directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

     (cc) Except as described in the Disclosure Package and the Prospectus and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative order, consent, decree or judgment thereof, including any judicial or administrative order, consent, decree or judgment relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”), (B) the Company and each of the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of the Subsidiaries and (D) to the knowledge of the Company and the Guarantors there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of the Subsidiaries relating to Hazardous Materials or Environmental Laws.

     (dd) Neither the Company nor any of the Guarantors is, and upon the issuance and sale of the Notes as herein contemplated and the application of the net proceeds

therefrom as described under the caption “Use of proceeds” in each of the Registration Statement, the Disclosure Package and the Prospectus none of the Company or the Guarantors will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

     (ee) The statements set forth (i) in the Registration Statement, the Disclosure Package and the Prospectus under the captions “Description of other indebtedness,” and “Material U.S. federal income tax considerations” and (ii) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 under the caption “Business and Properties—Government Regulation and Legislation,” as amended by the Company’s Quarterly Reports on Form 10-Q for the period ended March 31, 2009, insofar as such statements purport to summarize the provisions of the documents or agreements referred to therein, matters of law or legal conclusions or federal statutes, laws or regulations, are accurate and fairly present the information required to be shown.

     (ff) Neither the Company nor the Subsidiaries has taken, nor will any of them take, directly or indirectly any action prohibited by Regulation M under the Securities Act.

     (gg) Neither Moody’s Investors Service, Inc. nor Standard & Poor’s Rating Group, Inc. (i) has imposed (or has informed the Company or any Guarantor that it is considering imposing) any condition (financial or otherwise) on the Company’s or any Guarantor’s retaining any rating assigned as of the date hereof to the Company, any Guarantor or any securities of the Company or any Guarantor or (ii) has indicated to the Company or any Guarantor that it is considering (A) the downgrading, suspension or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating so assigned or (B) any change in the outlook for any rating of the Company or any Guarantor.

     (hh) None of the Company or the Subsidiaries nor any agent thereof acting on the behalf of them has taken, and none of them will take, any action that might cause this Agreement or the issuance or sale of the Notes to violate Regulations T, U or X of the Board of Governors of the Federal Reserve System.

     (ii) The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Notes.

          The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered to the Underwriters pursuant to Section 7 hereof, counsel to the Company and the Guarantors and counsel to the Underwriters will rely upon the accuracy and truth of the foregoing representations and hereby consents to such reliance. Each certificate signed by any officer of the Company or any Guarantor and delivered to the Underwriters or counsel for the Underwriters shall be deemed to be a representation and warranty by the Company or such Guarantor to the Underwriters as to the matters covered thereby.

           2. Purchase of the Notes by the Underwriters .

          (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the aggregate principal amount of the Notes set forth on Schedule I opposite the name of such Underwriter, plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, at a purchase price equal to 94.172% of the principal amount of the Notes.

          (b) The Company shall not be obligated to deliver any of the Notes, except upon payment for all of the Notes to be purchased as hereinafter provided.

           3. Certain Agreements of the U