EXHIBIT 10.11

                           BELDEN & BLAKE CORPORATION

                $192,500,000 8.75% SENIOR SECURED NOTES DUE 2012

                               PURCHASE AGREEMENT

                                                                    July 1, 2004

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      Belden & Blake Corporation, an Ohio corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to Goldman,
Sachs & Co. (the "Purchaser") an aggregate of $192,500,000 principal amount of
Senior Secured Notes specified above (the "Securities"). The Company's
obligations under the Securities will be jointly and severally guaranteed on a
second priority senior secured basis (the "Guarantees") by the Company's
domestic subsidiaries set forth on Annex I hereto (collectively, the
"Guarantors"). Capitalized terms used but not defined herein will have the
meanings assigned to them in the "Description of the Notes" section of the
Offering Circular (as defined below).

      The Company and the Guarantors have agreed to secure the Securities and
the Guarantees on a second-priority basis "equally and ratably" with all
obligations of the Company and the Guarantors under the Hedge Agreement (as
defined below) and any future Parity Lien Debt, by Liens on certain of the
assets of the Company and the Guarantors other than Excluded Assets, subject to
the liens securing the Company's obligations under the Credit Agreement (as
defined below) and any other Priority Lien Debt and other Permitted Prior Liens,
granted to Wells Fargo Bank, N.A. as the collateral trustee (the "Collateral
Trustee") for the benefit of the holders of the Secured Obligations, in all of
the Collateral.

      The Securities are being issued and sold in connection with the
acquisition of the Company (the "Merger") by Capital C Energy Operations, LP, a
Delaware limited partnership ("Capital C"), pursuant to an Agreement and Plan of
Merger, dated June 15, 2004 (the "Merger Agreement"), among the Company, Capital
C and Capital C Ohio Inc., an Ohio corporation ("Capital Ohio"). Pursuant to the
Merger Agreement, Capital Ohio will merge with and into the Company, with the
Company as the surviving corporation. In connection with the Merger, the Company
will, among other things, (i) commence a tender offer (the "Tender Offer") to
purchase its $225,000,000 9-7/8% Senior Subordinated Notes due 2007 (the "2007
Notes") pursuant to an Offer to Purchase and Consent Solicitation (the "Offer to
Purchase"); (ii) enter into a senior credit agreement consisting of term,
revolving and letter of credit facilities (the "Credit Agreement"); (iii) enter
into the ISDA Master Agreement, dated as of June 30, 2004 with J. Aron & Company
and Capital Ohio (to be assumed by



the Company) (the "Hedge Agreement"); and (iv) issue the Securities. As used
herein, the term "Transactions" means collectively, (a) the closing of the
Merger; (b) entering into the Credit Agreement; (c) the assuming of the Hedge
Agreement by the Company; (d) the offering of the Securities; and (e) the use of
proceeds from the offering of the Securities and the Credit Agreement as
described under the caption "Use of Proceeds" in the Offering Circular.

            1. The Company and each of the Guarantors represents and warrants
to, and agrees with, the Purchaser that:

                  (a) A preliminary offering circular, dated June 23, 2004 (the
            "Preliminary Offering Circular") and an offering circular, dated
            July 1, 2004 (the "Offering Circular"), have been prepared in
            connection with the offering of the Securities. Any reference to the
            Preliminary Offering Circular or the Offering Circular, as the case
            may be, as amended or supplemented, as of any specified date, shall
            be deemed to include any Additional Issuer Information (as defined
            in Section 5(f)) furnished by the Company prior to the completion of
            the distribution of the Securities. The Preliminary Offering
            Circular or the Offering Circular and any amendments or supplements
            thereto did not and will not, as of their respective dates, contain
            an 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 this representation and warranty shall not
            apply to any statements or omissions made in reliance upon and in
            conformity with information furnished in writing to the Company by
            the Purchaser expressly for use therein;

                  (b) Neither the Company nor any of its subsidiaries has
            sustained since the date of the latest audited financial statements
            included in the Offering Circular 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 or contemplated in the Offering Circular; and, since the
            respective dates as of which information is given in the Offering
            Circular, there has not been any change in the capital stock or
            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 Offering
            Circular;

                  (c) Except as disclosed in the Offering Circular, the Company
            and its subsidiaries have good and marketable title to all real
            properties and have good and marketable title to all other
            properties and assets owned by them, including, without limitation,
            all oil and gas producing properties of the Company and its
            subsidiaries and all assets and facilities owned by the Company and
            its subsidiaries in the production and marketing of oil and gas, in
            each case, free and clear from liens, encumbrances and defects that
            would materially interfere with the use made or currently proposed
            to be made thereof by them or otherwise could reasonably be expected
            to have a material adverse effect upon the business, properties,
            financial condition, earnings or prospects of the Company and its
            subsidiaries, taken as a whole (a "Material Adverse Effect"); and
            except as disclosed in the Offering Circular, the Company and its
            subsidiaries hold all leased real or personal property, including,
            without limitation, all oil and gas producing properties of the
            Company and its subsidiaries and all assets and facilities used by
            the Company and its subsidiaries in the production and marketing of
            oil and gas, under valid and enforceable leases with no exceptions
            that would, individually or in the aggregate, have a Material
            Adverse Effect;

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                  (d) Each of the Company and the Guarantors has been duly
            incorporated and is validly existing as a corporation, in good
            standing under the laws of its state of incorporation, with power
            and authority (corporate or other) to own its properties and conduct
            its business as described in the Offering Circular, 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
            jurisdiction in which it owns or leases properties or conducts any
            business so as to require such qualification, or is subject to no
            material liability or disability by reason of the failure to be so
            qualified in any such jurisdiction; and each subsidiary of the
            Company that is not a Guarantor has been duly incorporated or
            formed, as the case may be, and is validly existing as a
            corporation, limited liability company or limited partnership, as
            the case may be, in good standing under the laws of its state of
            incorporation or formation, as the case may be;

                  (e) The Company has, on the date hereof, or will have, at the
            Time of Delivery (as defined below), the authorized capitalization
            as set forth in the Offering Circular, and all of the issued shares
            of capital stock of the Company have been duly and validly
            authorized and issued and are fully paid and non-assessable; and all
            of the issued shares of capital stock of each subsidiary of the
            Company have been duly and validly authorized and issued, are fully
            paid and non-assessable and (except for directors' qualifying
            shares) are owned directly or indirectly by the Company, free and
            clear of all liens, encumbrances, equities or claims;

                  (f) This Agreement has been duly authorized, executed and
            delivered by the Company and the Guarantors;

                  (g) At the Time of Delivery, the Securities will be duly
            authorized by the Company and, when issued and delivered pursuant to
            this Agreement, will have been duly executed, authenticated, issued
            and delivered and will constitute valid and binding obligations of
            the Company entitled to the benefits provided by the indenture to be
            dated as of July 7, 2004 (the "Indenture") among the Company, the
            Guarantors and BNY Midwest Trust Company, as trustee (the
            "Trustee"), under which they are to be issued, which will be
            substantially in the form previously delivered to you; at the Time
            of Delivery, the Indenture will be duly authorized by the Company
            and the Guarantors and, when executed and delivered by the Company,
            the Guarantors and the Trustee, will constitute a valid and binding
            instrument, enforceable in accordance with its terms, subject, as to
            enforcement, to bankruptcy, insolvency, fraudulent transfer,
            reorganization, moratorium and other laws of general applicability
            relating to or affecting creditors' rights and to general equity
            principles (whether considered in a proceeding in equity or at law)
            and an implied covenant of good faith and fair dealing; and the
            Securities and the Indenture will conform to the descriptions
            thereof in the Offering Circular and will be in substantially the
            form previously delivered to you;

                  (h) At the Time of Delivery, the Guarantees will be duly
            authorized by the Guarantors, and when executed, authenticated,
            issued and delivered pursuant to this Agreement and the Indenture,
            will constitute valid and binding obligations of the Guarantors
            entitled to the benefits provided by the Indenture, enforceable in
            accordance with their terms, subject, as to enforcement, to
            bankruptcy, insolvency, fraudulent transfer, reorganization,
            moratorium and other laws of general applicability relating to or
            affecting creditors' rights and to general equity principles
            (whether considered in a proceeding in equity or at law) and an
            implied covenant of good faith and fair dealing; and the Guarantees
            will conform to the descriptions thereof in the Offering Circular
            and will be in substantially the form previously delivered to you;

                  (i) At the Time of Delivery, the Exchange Securities (as
            defined below) will be duly authorized by the Company, and when
            executed, authenticated, issued and delivered in

                                       3


            accordance with the terms of the Registration Rights Agreement (as
            defined below) and the Indenture, will be entitled to the benefits
            of the Indenture and will constitute valid and binding obligations
            of the Company entitled to the benefits provided by the Indenture,
            enforceable in accordance with their terms, subject, as to
            enforcement, to bankruptcy, insolvency, fraudulent transfer,
            reorganization, moratorium and other laws of general applicability
            relating to or affecting creditors' rights and to general equity
            principles (whether considered in a proceeding in equity or at law)
            and an implied covenant of good faith and fair dealing; and the
            Exchange Securities will conform to the descriptions thereof in the
            Offering Circular;

                  (j) At the Time of Delivery, the guarantees of the Company's
            obligations under the Exchange Securities to be offered in exchange
            for the Guarantees in the Exchange Offer (the "Exchange Guarantees")
            will be duly authorized by the Guarantors, and when executed,
            authenticated, issued and delivered in accordance with the terms of
            the Registration Rights Agreement and the Indenture, will constitute
            valid and binding obligations of the Guarantors entitled to the
            benefits provided by the Indenture, enforceable in accordance with
            their terms, subject, as to enforcement, to bankruptcy, insolvency,
            fraudulent transfer, reorganization, moratorium and other laws of
            general applicability relating to or affecting creditors' rights and
            to general equity principles (whether considered in a proceeding in
            equity or at law) and an implied covenant of good faith and fair
            dealing; and the Exchange Guarantees will conform to the
            descriptions thereof in the Offering Circular;

                  (k) At the Time of Delivery, the exchange and registration
            rights agreement (the "Registration Rights Agreement") will be duly
            authorized by the Company and the Guarantors, and when executed,
            authenticated, issued and delivered by the Company, the Guarantors
            and the Purchaser, will constitute the valid and binding obligations
            of the Company and the Guarantors, enforceable in accordance with
            its terms, subject, as to enforcement, to bankruptcy, insolvency,
            fraudulent transfer, reorganization, moratorium and other laws of
            general applicability relating to or affecting creditors' rights and
            to general equity principles (whether considered in a proceeding in
            equity or at law) and an implied covenant of good faith and fair
            dealing and that rights to indemnity and contributions may be
            limited by considerations of public policy;

                  (l) At the Time of Delivery, the Credit Agreement will be duly
            authorized by the Company and the guarantors party thereto, and,
            when executed and delivered by the Company, the guarantors party
            thereto and the lenders party thereto, will constitute valid and
            binding obligations of the Company and the guarantors party thereto,
            enforceable in accordance with its terms subject to, as to
            enforcement, to bankruptcy, insolvency, fraudulent transfer,
            reorganization, moratorium and other laws of general applicability
            relating to or affecting creditors' rights and to general equity
            principles (whether considered in a proceeding in equity or at law)
            and an implied covenant of good faith and fair dealing; and the
            Credit Agreement will conform to the descriptions thereof in the
            Offering Circular;

                  (m) At the Time of Delivery, the Hedge Agreement will be duly
            authorized by the Company and, when executed and delivered by the
            Company and the other parties thereto, will constitute valid and
            binding obligations of the Company, enforceable in accordance with
            its terms, subject, as to enforcement, to bankruptcy, insolvency,
            fraudulent transfer, reorganization, moratorium and other laws of
            general applicability relating to or affecting creditors' rights and
            to general equity principles (whether considered in a proceeding in
            equity or at law) and an implied covenant of good faith and fair
            dealing; and the Hedge Agreement will conform to the descriptions
            thereof in the Offering Circular;

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                  (n) The Merger Agreement has been duly authorized by the
            Company, and when executed and delivered by the Company, Capital C
            and Capital Ohio, will constitute valid and binding obligations of
            the Company, enforceable in accordance with its terms, subject, as
            to enforcement, to bankruptcy, insolvency, fraudulent transfer,
            reorganization, moratorium and other laws of general applicability
            relating to or affecting creditors' rights and to general equity
            principles (whether considered in a proceeding in equity or at law)
            and an implied covenant of good faith and fair dealing; and the
            Merger Agreement will conform to the descriptions thereof in the
            Offering Circular;

                  (o) At the Time of Delivery, each of the documents listed on
            Annex II hereof (collectively, the "Security Documents") will be
            duly authorized by the Company and the Guarantors party thereto and,
            when executed and delivered by the Company, the Guarantors party
            thereto and the other parties thereto, will constitute valid and
            binding obligations of the Company and the Guarantors party thereto,
            enforceable against the Company and the Guarantors in accordance
            with their respective terms, subject, as to enforcement and the
            Liens created thereby, to bankruptcy, insolvency, fraudulent
            transfer, reorganization, moratorium and other laws of general
            applicability relating to or affecting creditors' rights and to
            general equity principles (whether considered in a proceeding in
            equity or at law) and an implied covenant of good faith and fair
            dealing;

                  (p) At the Time of Delivery, each of the mortgages or deeds of
            trust as listed on Annex III hereof (the "Mortgages") will be duly
            authorized by the Company and the Guarantors party thereto and, when
            executed and delivered by the Company and such Guarantors, will
            constitute valid and binding obligations of the Company and such
            Guarantors, enforceable against the Company and such Guarantors in
            accordance with their respective terms, subject, as to enforcement
            and the Liens created thereby, to bankruptcy, insolvency, fraudulent
            transfer, reorganization, moratorium and other laws of general
            applicability relating to or affecting creditors' rights or
            providing for the relief of debtors and to general equity
            principles;

                  (q) None of the transactions contemplated by this Agreement
            (including, without limitation, the use of the proceeds from the
            sale of the Securities) will violate or result in a violation of
            Section 7 of the Exchange Act, or any regulation promulgated
            thereunder, including, without limitation, Regulations G, T, U, and
            X of the Board of Governors of the Federal Reserve System;

                  (r) Prior to the date hereof, neither the Company nor any of
            its affiliates has taken any action which is designed to or which
            has constituted or which might have been expected to cause or result
            in stabilization or manipulation of the price of any security of the
            Company in connection with the offering of the Securities;

                  (s) The issue and sale of the Securities, the issuance of the
            Guarantees and the compliance by the Company and the Guarantors with
            all of the provisions of the Securities, the Guarantees, the
            Indenture, the Registration Rights Agreement, the Security Documents
            and this Agreement and the consummation of the transactions herein
            and therein contemplated will not (i) 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 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, (ii)
            result in any violation of the provisions of the Certificate of
            Incorporation or By-laws of the Company or any of its subsidiaries
            or (iii) result in the violation of any statute or any order, rule
            or regulation of any court or governmental agency

                                       5


            or body having jurisdiction over the Company or any of its
            subsidiaries or any of their properties; except with respect to
            clause (i) and clause (iii) of this paragraph, for such conflicts,
            breaches, defaults or violations as would not have a Material
            Adverse Effect.

                  (t) No consent, approval, authorization, order, registration
            or qualification of or with any such court or governmental agency or
            body is required for the issue and sale of the Securities, the
            issuance of the Guarantees, the grant, perfection or enforcement of
            security interests in the Collateral pursuant to the provisions of
            the Security Documents or the consummation by the Company and the
            Guarantors of the transactions contemplated by this Agreement, the
            Indenture, the Registration Rights Agreement or the Security
            Documents, except for (i) the filing of a registration statement by
            the Company with the Commission pursuant to the Act relating to the
            Exchange Securities and the Exchange Guarantees, (ii) the filings
            required to perfect the Collateral Trustee's security interests
            granted pursuant to the Security Documents and (iii) such consents,
            approvals, authorizations, registrations or qualifications as may be
            required under foreign or state securities or Blue Sky laws in
            connection with the purchase and distribution of the Securities and
            the Guarantees by the Purchaser;

                  (u) Neither the Company nor any of its subsidiaries is in
            violation of its Certificate of Incorporation or Formation, as the
            case may be, or By-laws or other organization document or in default
            in the performance or observance of any material obligation,
            covenant or condition contained in any indenture, mortgage, deed of
            trust, loan agreement, lease or other agreement or instrument to
            which it is a party or by which it or any of its properties may be
            bound;

                  (v) The statements set forth in the Offering Circular under
            the caption "Description of the Notes," insofar as they purport to
            summarize certain provisions of the Securities, the Indenture, the
            Registration Rights Agreement and the Security Documents, fairly
            summarize in all material respects the matters described therein.
            The statements set forth in the Offering Circular under the captions
            "Certain United States Federal Income Tax Considerations" and
            "Certain Relationships and Related Party Transactions," insofar as
            they purport to summarize certain provisions of the laws and matters
            referred to therein, are accurate and fairly summarize in all
            material respects the matters described therein;

                  (w) Other than as set forth in the Offering Circular, 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 of the Company or any of its subsidiaries is the subject
            which, if determined adversely to the Company or any of its
            subsidiaries, would individually or in the aggregate have a Material
            Adverse Effect; and, to the best of the Company's knowledge, no such
            proceedings are threatened or contemplated by governmental
            authorities or threatened by others;

                  (x) The Company and each its subsidiaries owns or possesses
            such permits, licenses, approvals, consents and other authorizations
            (collectively, "Governmental Licenses") of the appropriate federal,
            state or local regulatory and quasi-regulatory agencies or bodies
            necessary to conduct any business now conducted by them and as
            contemplated to be conducted by them upon consummation of the
            transactions contemplated under this Agreement, except where the
            failure to possess such Governmental Licenses would not,
            individually or in the aggregate, have a Material Adverse Effect.
            The Company and each of its subsidiaries is in compliance with the
            terms and conditions of all such Governmental Licenses except where
            the failure to comply would not, individually or in the aggregate,
            have a Material Adverse Effect; all of the material Governmental
            Licenses are, and upon consummation of the transactions contemplated
            under this Agreement will be, valid and in full force and effect.

                                       6


            None of the Company or any of its subsidiaries has received any
            notice of proceedings relating to the revocation or modification of
            any such Governmental Licenses which, individually or in the
            aggregate, if the subject of an unfavorable decision, ruling or
            finding, would result in a Material Adverse Effect;

                  (y) Except as would not, individually or in the aggregate,
            have a Material Adverse Effect, the Company and its subsidiaries are
            entitled to receive (and are currently receiving with respect to
            producing oil, gas and/or mineral leases), without present suspense
            or presently required indemnity against asserted or known defects or
            disputes regarding the Company's and any of its subsidiaries'
            ownership, from each purchaser of its production, or from the person
            receiving payments from any such purchasers, the proceeds
            attributable to the net revenue interest in production from each of
            the Company's and its subsidiaries surface and mineral leases;

                  (z) Except as would not, individually or in the aggregate,
            have a Material Adverse Effect, all production from the wells
            operated by the Company and its subsidiaries has been properly
            accounted for and all proceeds attributable thereto have been
            properly paid in the ordinary course of business consistent with
            past practices;

                  (aa) Wright & Company, Inc. ("Wright") is an independent
            petroleum engineering consultant and nothing has come to the
            Company's attention or any Guarantor's attention to cause them to
            believe that Wright is not qualified to pass on questions relating
            to reserve evaluations and related calculations set forth in the
            Offering Circular. No facts have arisen that lead the Company and
            its subsidiaries to conclude that the information supplied to Wright
            that formed the basis of the reserve report prepared by Wright,
            dated February 24, 2004 (the "Reserve Report") was incorrect in any
            material respect at the time it was used or supplied or that there
            has been any material adverse change in the reserves as shown in the
            Reserve Report, other than from normal production or disposition
            thereof. Since February 24, 2004, excluding normal production, no
            facts have arisen that lead the Company and its subsidiaries to
            conclude that there has been a material adverse change in the
            present value of future net cash flows of the proved reserves as
            shown in the Reserve Report, other than changes that may result from
            decreases in commodity prices;

                  (bb) Except as disclosed in the Offering Circular, and except
            for such matters as would not, individually or in the aggregate,
            have a Material Adverse Effect, the Company and its subsidiaries
            (or, to the knowledge of the Company, any other entity for whose
            acts or omissions the Company is or may be liable) (i) are
            conducting and have conducted their businesses, operations and
            facilities in compliance with any and all applicable Environmental
            Laws (as defined below); (ii) have received and are in compliance
            with all permits, licenses or other approvals required of them under
            applicable Environmental Laws to conduct their respective businesses
            as described in the Offering Circular; (iii) have not, pursuant to
            any contract, assumed responsibility to cure any currently
            identified material liability under Environmental Law or to
            remediate any currently identified Hazardous Substances (as defined
            below) spill or release; (iv) have not received notice of any actual
            or potential liability under Environmental Law, including, without
            limitation, liability as a "potentially responsible party" and/or
            for the investigation or remediation of any disposal or release of
            Hazardous Substances; and (v) are not subject to any pending or, to
            the knowledge of the Company, threatened claim or other legal
            proceeding under any Environmental Laws against the Company or its
            subsidiaries. "Environmental Laws" means any applicable federal,
            state and local law, statute, ordinance, regulation, order,
            requirement and common law relating to

                                       7


            pollution or the protection of human health or the environment,
            including, without limitation, those relating to, regulating, or
            imposing liability or standards of conduct concerning (i) noise or
            odor, (ii) emissions, discharges, or releases of Hazardous
            Substances, (iii) the generation, manufacture, processing,
            distribution, use, treatment, storage, disposal, transport or
            handling of Hazardous Substances, (iv) the protection of wildlife or
            endangered or threatened species, or (v) the investigation,
            remediation or cleanup of, or exposure to, any Hazardous Substances.
            As used in this paragraph, "Hazardous Substances" means pollutants,
            contaminants or hazardous, dangerous or toxic wastes or hazardous
            substances, including, but not limited to, any naturally occurring
            radioactive materials, brine, drilling mud, crude oil, natural gas
            liquids and other petroleum materials, petroleum, petroleum products
            and their breakdown constituents.

                  (cc) There has been no storage, generation, transportation,
            handling, treatment, disposal, discharge, emission, or other release
            of any kind of Hazardous Substances, by, due to or caused by the
            Company or any of its subsidiaries (or any other entity (including
            any predecessor) for whose acts or omissions the Company or any of
            its subsidiaries is or could reasonably be expected to be liable)
            upon any of the property now or previously owned or leased by the
            Company or any of its subsidiaries, or upon any other property, in
            violation of any Environmental Laws or in a manner or to a location
            that could reasonably be expected to give rise to any liability
            under any Environmental Laws (except for such as would not,
            individually or in the aggregate, have a Material Adverse Effect);

                  (dd) When the Securities and the Guarantees are issued and
            delivered pursuant to this Agreement, neither the Securities nor the
            Guarantees will not be of the same class (within the meaning of Rule
            144A under the Act) as securities or guarantees which are listed on
            a national securities exchange registered under Section 6 of the
            Exchange Act or quoted in a U.S. automated inter-dealer quotation
            system;

                  (ee) The Company is subject to Section 13 or 15(d) of the
            Exchange Act;

                  (ff) 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 therefrom as described in the
            Offering Circular under the caption "Use of Proceeds," will be an
            "investment company," as such term is defined in the United States
            Investment Company Act of 1940, as amended (the "Investment Company
            Act");

                  (gg) None of the Company, any of its subsidiaries or any
            person acting on its or their behalf has offered or sold the
            Securities by means of any general solicitation or general
            advertising within the meaning of Rule 502(c) under the Act or, with
            respect to Securities sold outside the United States to non-U.S.
            persons (as defined in Rule 902 under the Act), by means of any
            directed selling efforts within the meaning of Rule 902 under the
            Act and the Company, any affiliate of the Company and any person
            acting on its or their behalf has complied with and will implement
            the "offering restriction" within the meaning of such Rule 902,
            provided that the Company makes no representation or warranty with
            respect to any actions undertaken by or on behalf of the Purchaser;

                  (hh) Within the preceding six months, none of the Company, the
            Guarantors or any other person acting on behalf of the Company or
            any Guarantor has offered or sold to any person any Securities or
            Guarantees, or any securities of the same or a similar class as the
            Securities or the Guarantees, other than Securities or Guarantees
            offered or sold to the Purchaser hereunder. The Company and the
            Guarantors will take reasonable precautions

                                       8


            designed to insure that any offer or sale, direct or indirect, in
            the United States or to any U.S. person (as defined in Rule 902
            under the Act) of any Securities or Guarantees or any substantially
            similar security issued by the Company or the Guarantors, within six
            months subsequent to the date on which the distribution of the
            Securities or Guarantees has been completed (as notified to the
            Company by Goldman, Sachs & Co.), is made under restrictions and
            other circumstances reasonably designed not to affect the status of
            the offer and sale of the Securities or the Guarantees in the United
            States and to U.S. persons contemplated by this Agreement as
            transactions exempt from the registration provisions of the
            Securities Act;

                  (ii) The Company maintains and will maintain disclosure
            controls and procedures (as defined as Rule 13a-14 of the Exchange
            Act) designed to ensure that information required to be disclosed by
            the reports that they file or submit under the Exchange Act are
            recorded, processed, summarized and reported in accordance with the
            Exchange Act and the rules and regulations thereunder; and the
            Company has carried out and will carry out evaluations, under the
            supervision and with the participation of the management of the
            Company, of the effectiveness of the design and operation of the
            Company's disclosure controls and procedures in accordance with Rule
            13a-15 of the Exchange Act;

                  (jj) When executed and delivered to the Collateral Trustee at
            the Time of Delivery, the Security Documents will grant and create,
            in favor of the Collateral Trustee, for the benefit of the holders
            of the Parity Lien Debt, as security for all of the Parity Lien
            Obligations, a valid second priority security interest in the
            Collateral defined in each of such instruments. When (i) the
            Financing Statements (as defined below) are filed, with respect to
            Collateral in which a security interest may be perfected by the
            filing of a financing statement (as defined in Article 9 of the
            Uniform Commercial Code as in effect in any relevant jurisdiction),
            (ii) when a control agreement is executed and delivered by the
            Company or applicable Guarantor, the Collateral Trustee, and the
            relevant "securities intermediary" (as defined in Article 8 of the
            Uniform Commercial Code as in effect in any relevant jurisdiction)
            with respect to any "securities account" (as defined in Article 8 of
            the Uniform Commercial Code as in effect in any relevant
            jurisdiction) owned by the Company or such Guarantor, (iii) when a
            control agreement is executed and delivered by the Company or
            applicable Guarantor, the Collateral Trustee, and the relevant
            "bank" (as defined in Article 9 of the Uniform Commercial Code as in
            effect in any relevant jurisdiction) with respect to any "deposit
            account" (as defined in Article 9 of the Uniform Commercial Code as
            in effect in any relevant jurisdiction) owned by the Company or such
            Guarantor, (iv) when any "certificated security" (as defined in
            Article 8 of the Uniform Commercial Code as in effect in any
            relevant jurisdiction) or "instrument" (as defined in Article 9 of
            the Uniform Commercial Code as in effect in any relevant
            jurisdiction) is delivered to the Collateral Trustee, and (v) when
            the consent of the issuer of any letter of credit is obtained, and
            (vi) when any security interest in patents, trademarks and
            copyrights is recorded in the applicable intellectual property
            registries, including but not limited to the United States Patent
            and Trademark Office and the United States Copyright Office, such
            second priority security interests will be perfected security
            interests (subject in priority only to Permitted Prior Liens and the
            provisions with respect to priority set forth in the Collateral
            Trust Agreement). When delivered at the Time of Delivery, each
            Mortgage will be delivered, duly acknowledged and, if required for
            recordation, attested and otherwise will be in recordable form. At
            the Time of Delivery, (y) all pledged Collateral constituting
            Capital Stock will be represented by certificated securities and (z)
            all such certificated securities required to be delivered to the
            Collateral Trustee under the Security Documents and all promissory
            notes and other instruments then evidencing or representing any
            Collateral will be delivered to the Collateral Trustee in pledge

                                       9


            for the benefit of the holders of the Parity Lien Debt, as security
            for all of the Parity Lien Obligations, on a second priority basis,
            duly endorsed by an effective endorsement; and

                  (kk) Ernst & Young LLP, who have certified certain financial
            statements of the Company and its subsidiaries, are independent
            public accountants as required by the Act and the rules and
            regulations of the Commission thereunder.

      2. Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase
from the Company, at a purchase price of 97.5% of the principal amount thereof,
plus accrued interest, if any, from July 7, 2004 to the Time of Delivery
hereunder, the entire principal amount of Securities (and the Guarantees
thereof) offered hereby.

      3. Upon the authorization by you of the release of the Securities and the
Guarantees, the Purchaser proposes to offer the Securities and the Guarantees
for sale upon the terms and conditions set forth in this Agreement and the
Offering Circular and the Purchaser hereby represents and warrants to, and
agrees with the Company and the Guarantors that:

      (a) It will offer and sell the Securities and the Guarantees only to: (i)
persons who it reasonably believes are "qualified institutional buyers" ("QIBs")
within the meaning of Rule 144A under the Act in transactions meeting the
requirements of Rule 144A or (ii) upon the terms and conditions set forth in
Annex IV to this Agreement;

      (b) It is an Institutional Accredited Investor; and

      (c) It will not offer or sell the Securities and the Guarantees by any
form of general solicitation or general advertising, including but not limited
to the methods described in Rule 502(c) under the Act.

      4. (a) The Securities and the Guarantees to be purchased by the Purchaser
hereunder will be represented by one or more definitive global Securities in
book-entry form which will be deposited by or on behalf of the Company with The
Depository Trust Company ("DTC") or its designated custodian. The Company and
the Guarantees will deliver the Securities and the Guarantees to Goldman, Sachs
& Co. against payment by or on behalf of the Purchaser of the purchase price
therefor by certified or official bank check or checks, payable to the order of
the Company in Federal (same day) funds, by causing DTC to credit the Securities
to the account of Goldman, Sachs & Co. at DTC. The Company will cause the
certificates representing the Securities and the Guarantees to be made available
to Goldman, Sachs & Co. for checking at least twenty-four hours prior to the
Time of Delivery at the office of DTC or its designated custodian (the
"Designated Office"). The time and date of such delivery and payment shall be
9:30 a.m., New York City time, on July 7, 2004 or such other time and date as
Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and
date are herein called the "Time of Delivery."

      (b) The documents to be delivered at the Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross-receipt
for the Securities, the Guarantees and any additional documents requested by the
Purchaser pursuant to Section 7(i) hereof, will be delivered at the Time of
Delivery at the offices of Latham & Watkins LLP, 885 Third Avenue, Suite 1000,
New York, New York 10022 (the "Closing Location"), and the Securities and the
Guarantees will be delivered at the Designated Office, all at the Time of
Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York
City time, on the New York Business Day next preceding the Time of Delivery, at
which meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto. For the
purposes of this Section

                                       10


4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York are
generally authorized or obligated by law or executive order to close.

      5. Each of the Company and the Guarantors agrees with the Purchaser:

      (a) To prepare the Offering Circular in a form approved by you; to make no
amendment or any supplement to the Offering Circular which shall be disapproved
by you promptly after reasonable notice thereof; and to furnish you with copies
thereof;

      (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities and the Guarantees for offering and sale under
the securities laws of such jurisdictions as you may request and to comply with
such laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of
the Securities and the Guarantees, provided that in connection therewith the
Company and the Guarantors shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any
jurisdiction;

      (c) If, at any time prior to the expiration of nine months after the date
of the Offering Circular, any event shall have occurred as a result of which the
Offering Circular as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Offering Circular is delivered, not misleading,
or, if for any other reason it shall be necessary or desirable during such same
period to amend or supplement the Offering Circular, to notify you and upon your
request to prepare and furnish without charge to the Purchaser and to any dealer
in securities as many written and electronic copies as you may from time to time
reasonably request of an amended Offering Circular or a supplement to the
Offering Circular which will correct such statement or omission or effect such
compliance;

      (d) During the period beginning from the date hereof and continuing until
the date 90 days after the Time of Delivery, not to offer, sell contract to sell
or otherwise dispose of, except as provided hereunder any securities of the
Company or any of its subsidiaries that are substantially similar to the
Securities, without your prior written consent;

      (e) Not to be or become, at any time prior to the expiration of three
years after the Time of Delivery, an open-end investment company, unit
investment trust, closed-end investment company or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act;

      (f) At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, for the benefit of holders from time to time of Securities, to
furnish at its expense, upon request, to holders of Securities and prospective
purchasers of securities information (the "Additional Issuer Information")
satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

      (g) If requested by you, to use its commercially reasonable efforts to
cause the Securities to be eligible for the PORTAL trading system of the
National Association of Securities Dealers, Inc.;

      (h) If not otherwise available on the Commission's Electronic Data
Gathering, Analysis and Retrieval system ("EDGAR"), to furnish to the holders of
the Securities as soon as practicable after the end of each fiscal year an
annual report (including a balance sheet and statements of income, stockholders'
equity and cash flows of the Company and its consolidated subsidiaries certified
by independent public accountants) and, as soon as practicable after the end of
each of the first three quarters of each fiscal year (beginning with the fiscal
quarter ending after the date of the Offering

                                       11


Circular), to make available to its stockholders consolidated summary financial
information of the Company and its subsidiaries for such quarter in reasonable
detail;

      (i) If not otherwise available on EDGAR, during a period of five years
from the date of the Offering Circular, to furnish to you copies of all reports
or other communications (financial or other) furnished to stockholders of the
Company, and to deliver to you (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the Commission or
any securities exchange on which the Securities or any class of securities of
the Company is listed; and (ii) such additional information concerning the
business and financial condition of the Company as you may from time to time
reasonably request (such financial statements to be on a consolidated basis to
the extent the accounts of the Company and its subsidiaries are consolidated in
reports furnished to its stockholders generally or to the Commission);

      (j) During the period of two years after the Time of Delivery, the Company
will not, and will not permit any of its "affiliates" (as defined in Rule 144
under the Securities Act) to, resell any of the Securities which constitute
"restricted securities" under Rule 144 that have been reacquired by any of them;

      (k) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Offering Circular
under the caption "Use of Proceeds."

      6. The Company and each of the Guarantors covenant and agree with the
Purchaser that the Company will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Company's counsel and accountants in
connection with the issue of the Securities and the Guarantees and all other
expenses in connection with the preparation, printing and filing of the
Preliminary Offering Circular and the Offering Circular and any amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Purchaser and dealers; (ii) the cost of printing or producing this Agreement,
the Indenture, the Security Documents the Blue Sky and Legal Investment
Memoranda, closing documents (including any compilations thereof) and any other
documents in connection with the offering, purchase, sale and delivery of the
Securities and the Guarantees; (iii) all expenses in connection with the
qualification of the Securities, the Guarantees, the Exchange Securities and the
Exchange Guarantees for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the fees and disbursements of counsel
for the Purchaser in connection with such qualification and in connection with
the Blue Sky and legal investment surveys; (iv) all expenses associated with the
assignment, creation and the perfection of security interests and associated
documents, including, without limitation, the Security Documents and all
Financing Statements (as defined below), including search and filing fees and
the reasonable fees and disbursements of Latham & Watkins LLP incurred in
connection therewith; (v) any fees charged by securities rating services for
rating the Securities; (vi) the cost of preparing the Securities, the
Guarantees, the Exchange Securities and the Exchange Guarantees; (vii) the fees
and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; (viii) the fees and expenses of the Collateral Trustee and any
agent of the Collateral Trustee in connection with the Security Documents, the
Financing Statements and the Collateral; (ix) any cost incurred in connection
with the designation of the Securities for trading in PORTAL; and (x) all other
costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section. It is
understood, however, that, except as provided in this Section, and Sections 8
and 11 hereof, the Purchaser will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of any of the
Securities by them, and any advertising expenses connected with any offers they
may make.

                                       12


      7. The obligations of the Purchaser hereunder shall be subject, in its
discretion, to the condition that all representations and warranties and other
statements of the Company and the Guarantors herein are, at and as of the Time
of Delivery, true and correct, the condition that the Company and the Guarantors
shall have performed all of their respective obligations hereunder theretofore
to be performed, and the following additional conditions:

      (a) Latham & Watkins LLP, counsel for the Purchaser, shall have furnished
to you such opinion or opinions, dated the Time of Delivery, with respect to
certain matters as you may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to enable
them to pass upon such matters;

      (b) Vinson & Elkins L.L.P. shall have furnished to you their written
opinion, dated the Time of Delivery, in form and substance satisfactory to you,
to the effect that:

            (i) Assuming that the Securities have been duly authorized, executed
      and delivered under the laws of the State of Ohio, and assuming due
      authentication thereof by the Trustee, upon payment and delivery therefor
      in accordance with this Agreement, the Securities constitute valid and
      binding obligations of the Company enforceable against the Company in
      accordance with their terms, entitled to the benefits provided by the
      Indenture, and subject, as to enforcement, to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles (whether considered in a proceeding in equity or at law)
      and an implied covenant of good faith and fair dealing;

            (ii) Assuming that the Guarantees have been duly authorized,
      executed and delivered by the Guarantors under the laws of their
      respective States of incorporation, the Guarantees constitute valid and
      binding obligations of the Guarantors enforceable against the Guarantors
      in accordance with their terms, entitled to the benefits provided by the
      Indenture and subject, as to enforcement, to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles (whether considered in a proceeding in equity or at law)
      and an implied covenant of good faith and fair dealing;

            (iii) Assuming the Indenture has been duly authorized, executed and
      delivered by the Company and the Guarantors under the laws of their
      respective States of incorporation, and assuming the due authorization,
      execution and delivery of the Indenture by the Trustee, the Indenture
      constitutes a valid and binding obligation of the Company and the
      Guarantors, enforceable against the Company and the Guarantors in
      accordance with its terms, and subject, as to enforcement, to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and other laws
      of general applicability relating to or affecting creditors' rights and to
      general equity principles (whether considered in a proceeding in equity or
      at law) and an implied covenant of good faith and fair dealing;

            (iv) Assuming the Registration Rights Agreement has been duly
      authorized, executed and delivered by the Company and the Guarantors under
      the laws of their respective States of incorporation, the Registration
      Rights Agreement constitutes a valid and binding obligation of the Company
      and the Guarantors, enforceable against the Company and the Guarantors in
      accordance with its terms, and subject, as to enforcement, to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and other laws
      of general applicability relating to or affecting creditors' rights and to
      general equity principles (whether considered in a proceeding in equity or
      at law) and an implied covenant of good faith and fair

                                       13


      dealing, and that rights to indemnity and contributions may be limited by
      considerations of public policy. In addition, such counsel need express no
      opinion as to the specific performance provision contained in the
      Registration Rights Agreement, nor as to the validity or enforceability of
      any provision of the Registration Rights Agreement relating to provisions
      of the Indenture or the Securities that requires the payment of any
      interest at a rate or in an amount that a court would determine under the
      circumstances under applicable law to be commercially unreasonable or a
      penalty or a forfeiture;

            (v) Assuming the Security Documents have been duly authorized,
      executed and delivered by the Company and the Guarantors party thereto in
      their respective States of incorporation, the Security Documents
      constitute valid and binding obligations of the Company and the Guarantors
      party thereto, enforceable against the Company and the Guarantors party
      thereto in accordance with their terms, and subject, as to enforcement, to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and other laws of general applicability relating to or affecting
      creditors' rights and to general equity principles (whether considered in
      a proceeding in equity or at law) and an implied covenant of good faith
      and fair dealing;

            (vi) Assuming the Mortgages have been duly authorized, executed and
      delivered by the Company and the Guarantors party thereto under the laws
      of their respective States of incorporation, the provisions of each
      Mortgage that are governed by the laws of the State of New York constitute
      valid and binding obligations of the Company and the Guarantors party
      thereto, enforceable against the Company and the Guarantors party thereto
      in accordance with their terms, and subject, as to enforcement, to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
      and other laws of general applicability relating to or affecting
      creditors' rights and to general equity principles (whether considered in
      a proceeding in equity or at law) and an implied covenant of good faith
      and fair dealing;

            (vii) Assuming the Credit Agreement has been duly authorized,
      executed and delivered by the Company and the Guarantors under the laws of
      their respective States of incorporation, the Credit Agreement constitutes
      a valid and binding obligation of the Company and the Guarantors,
      enforceable against the Company and the Guarantors in accordance with its
      terms, and subject, as to enforcement, to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles (whether considered in a proceeding in equity or at law)
      and an implied covenant of good faith and fair dealing;

            (viii) Assuming the Hedge Agreement has been duly authorized,
      executed and delivered by the Company under the laws of the State of Ohio,
      the Hedge Agreement constitutes a valid and legally binding obligation of
      the Company, enforceable against the Company in accordance with its terms,
      and subject, as to enforcement, to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles (whether considered in a proceeding in equity or at law)
      and an implied covenant of good faith and fair dealing;

            (ix) The issue and sale of the Securities, the issuance of the
      Guarantees and the compliance by the Company and the Guarantors with all
      of the provisions of the Securities, the Guarantees, the Indenture, the
      Registration Rights Agreement, the Security Documents and this Agreement
      and the consummation of the transactions herein and therein contemplated
      will not (i) conflict with or result in a breach or violation of any of
      the terms or provisions of, or

                                       14


      constitute a default under, the Credit Agreement or the Hedge Agreement,
      or (ii) result in any violation of any federal or New York statute or any
      order, rule or regulation of any federal or New York court or governmental
      agency or body having jurisdiction over the Company or any of its
      subsidiaries or any of their properties (it being understood that for the
      purpose of the opinion in clause (ii), such counsel is not passing upon
      compliance with respect to antifraud or similar provisions of any law,
      rule or regulation);

            (x) No consent, approval, authorization, order, registration or
      qualification of or with any federal or New York court or federal or New
      York governmental agency or body is required under federal or New York law
      for the issue and sale of the Securities, the issuance of the Guarantees,
      the grant, perfection or enforcement of security interests in the
      Collateral pursuant to the provisions of the Security Documents or the
      consummation by the Company and the Guarantors of the transactions
      contemplated by this Agreement, the Indenture, the Registration Rights
      Agreement or the Security Documents, except for (i) the filing of a
      registration statement by the Company with the Commission pursuant to the
      Act relating to the Exchange Securities and the Exchange Guarantees, (ii)
      the filings required to perfect the Collateral Trustee's security
      interests granted pursuant to the Security Documents and (iii) such
      consents, approvals, authorizations, registrations or qualifications as
      may be required under state securities or Blue Sky laws in connection with
      the purchase and distribution of the Securities and the Guarantees by the
      Purchaser;

            (xi) The statements set forth in the Offering Circular under the
      caption "Description of the Notes," insofar as they purport to summarize
      certain provisions of the Securities, the Indenture, the Registration
      Rights Agreement and the Security Documents, fairly summarize in all
      material respects the provisions described therein. The statements set
      forth in the Offering Circular under the captions "Certain United States
      Federal Income Tax Considerations" and "Description of Other
      Indebtedness--Post-Merger Debt," insofar as they purport to summarize
      certain provisions of the laws and documents referred to therein, fairly
      summarize in all material respects the provisions described therein;

            (xii) No registration of the Securities or the Guarantees under the
      Act, and no qualification of an indenture under the United States Trust
      Indenture Act of 1939 with respect thereto, is required for the offer,
      sale and initial resale of the Securities or the Guarantees by the
      Purchaser, solely in the manner contemplated by this Agreement, the
      Indenture and the Offering Circular;

            (xiii) Neither the Company, nor any of its subsidiaries is an
      "investment company," as such term is defined in the Investment Company
      Act;

            (xiv) The Parity Lien Pledge and Security Agreement to be dated July
      7, 2004, among the Company, the Guarantors and the Collateral Trustee (the
      "Pledge and Security Agreement"), creates a valid security interest in
      favor of the Collateral Trustee for the benefit of the holders of the
      Parity Lien Debt in that portion of the Collateral in which the Company
      and each Guarantor has rights and in which a security interest may be
      created under Article 9 (the "Article 9 Collateral") of the Uniform
      Commercial Code as in effect in the State of New York (the "New York
      UCC"), which security interest secures the Secured Obligations (as defined
      in the Pledge and Security Agreement);

            (xv) Upon delivery of that portion of the UCC Collateral consisting
      of the certificates in registered form that constitute "certificated
      securities" within the meaning of Section 8.102(a)(4) of the New York UCC
      and that are listed on Schedule 4.4 to the Pledge and

                                       15


      Security Agreement (the "Pledged Securities") to the Collateral Trustee
      in, and while located in the State of New York, pursuant to the Pledge and
      Security Agreement, indorsed to the Collateral Trustee or in blank, in
      each case, by an effective endorsement, or accompanied by undated stock
      powers with respect thereto duly indorsed in blank by an effective
      endorsement, the security interest in favor of the Collateral Trustee for
      the benefit of the holders of the Parity Lien Debt in the Pledged
      Securities will be perfected. Assuming neither the Collateral Trustee nor
      any holders of the Parity Lien Debt has notice of any adverse claim
      (within the meaning of Section 8-105 of the New York UCC) to the Pledged
      Securities, the Collateral Trustee will acquire the security interest in
      the Pledged Securities free of any adverse claim in accordance with
      Section 8-303 of the New York UCC;

            (xvi) Upon delivery of that portion of the Article 9 Collateral
      listed on Schedule 4.4 to the Pledge and Security Agreement that
      constitutes "instruments" within the meaning of Section 9-102(a)(47) of
      the New York UCC (the "Pledged Notes") to the Collateral Trustee for the
      benefit of the holders of the Parity Lien Debt in, and while located in,
      the State of New York, pursuant to the Pledge and Security Agreement, the
      security interest in favor of the Collateral Trustee for the benefit of
      the holders of the Parity Lien Debt will be perfected;

            (xvii) With respect to that portion of the Article 9 Collateral
      consisting of Deposit Accounts (as defined in the applicable Deposit
      Account Control Agreement), the provisions of the Deposit Account Control
      Agreements to be dated July 7, 2004, among the Company or any Guarantor,
      as applicable, the relevant banks (as defined in Article 9 of the New York
      UCC) , and the Collateral Trustee (the "Deposit Account Control
      Agreement") are effective to perfect the security interest of the
      Collateral Trustee for the benefit of the holders of the Parity Lien Debt
      by "control" (within the meaning of Section 9-104 of the New York UCC);
      and

            (xviii) With respect to that portion of the Article 9 Collateral
      consisting of the Securities Accounts (as defined in the applicable
      Securities Account Control Agreement), the provisions of the Securities
      Account Control Agreement to be dated July 7, 2004, among the Company or
      any Guarantor, as applicable, the relevant "securities intermediary" (as
      defined in Article 8 of the New York UCC), and the Collateral Trustee (the
      "Securities Account Control Agreement"), are effective to perfect the
      security interest in favor of the Collateral Trustee for the benefit of
      the holders of the Parity Lien Debt therein by "control" (within the
      meaning of Section 8-106 of the New York UCC).

      (c) Andrews Kurth LLP shall have furnished to you their written opinion,
dated the Time of Delivery, in form and substance satisfactory to you, to the
effect that:

            (i) None of (A) the issue and sale of the Securities by the Company
      in the manner described in the Offering Circular, (B) the issuance of the
      Guarantees by the Guarantors in the manner described in the Offering
      Circular and (C) the execution and delivery on behalf of, or the
      incurrence or performance by the Company and the Guarantors with all of
      their respective obligations under the Securities, the Guarantees, the
      Indenture, the Registration Rights Agreement, the Security Documents and
      this Agreement, each in accordance with its terms, constitutes,
      constituted or will constitute a conflict with, breach or violation of or
      default under the documents set forth on Annex V hereto;

            (ii) The statements set forth in the Offering Circular under the
      caption "The Merger Agreement," insofar as they purport to describe the
      provisions of the laws and documents referred to therein, are accurate in
      all material respects;

                                       16


            (iii) The Merger Agreement has been duly authorized, executed and
      delivered by Capital C;

            (iv) The Parity Lien Pledge Agreement, to be dated as of July 7,
      2004 (the "Pledge Agreement"), between Capital C and the Collateral
      Trustee constitutes a valid and binding obligation of Capital C,
      enforceable against Capital C in accordance with its terms under the
      applicable laws of the State of New York;

            (v) The execution and delivery by Capital C of the Pledge Agreement
      and the performance by Capital C of its obligations thereunder do not and
      will not violate any applicable laws of the State of New York or any
      applicable laws of the United States of America;

            (vi) The Pledge Agreement is effective to create in favor of the
      Collateral Trustee for the benefit of the holders of the Parity Lien Debt
      a valid security interest under the Uniform Commercial Code as in effect
      in the State of New York (the "New York UCC") in all of the right, title
      and interest of Capital C in, to and under the Collateral (as defined in
      the Pledge Agreement) to which Article 9 of the New York UCC is applicable
      as collateral security for the payment when due of the Secured Obligations
      (as defined in the Pledge Agreement); and

            (vii) The security interest referred to in Section 7(c)(vi) of this
      Agreement in the types of Collateral described in the following clauses
      (a) and (b) will be perfected as described in the following clauses (a)
      and (b): (a) such security interest in that portion of the Collateral
      consisting of "investment property" (as defined in the New York UCC) will,
      upon creation of such security interest, be perfected by the filing of a
      financing statement naming Capital C as debtor and the Collateral Trustee
      as secured party in the office of the Secretary of State of the State of
      Delaware, and (b) such security interest in that portion of the Collateral
      consisting of a "certificated security" (as defined in the New York UCC)
      in bearer form or in registered form will, upon the creation of such
      security interest, be perfected by the Collateral Trustee taking
      possession in the State of New York of such security certificate.

            (viii) Such counsel has participated in conferences with officers
      and other representatives of the Company and the independent public
      accountants for the Company at which the contents of the Offering Circular
      (and any further amendments or supplements thereto made by the Company
      priority to the Time of Delivery) and related matters were discussed and,
      although such counsel has not independently verified and is not passing
      upon, and does not assume any responsibility for, the accuracy,
      completeness or fairness of the statements contained in the Offering
      Circular (and any further amendments or supplements thereto made by the
      Company priority to the Time of Delivery) (except to the extent set forth
      in Section 6(c)(ii) of this Agreement), on the basis of the foregoing
      (relying with respect to factual matters to the extent such counsel deems
      appropriate upon statements by officers and other representatives of the
      Company), no facts have come to such counsel's attention that have led
      such counsel to believe that the Offering Circular and any further
      amendments or supplements thereto made by the Company prior to the Time of
      Delivery, as of its date and as of the Time of Delivery contained or
      contains an untrue statement of material fact or omitted or omits to state
      any 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, it being understood that such counsel will
      express no statement or belief with respect to (a) the financial
      statements and related schedules included therein, including the notes and
      the auditor's report thereon, (b) estimates of oil and gas reserves and
      (c) other information of a

                                       17


      financial or reserve nature included in the Offering Circular, including,
      without limitation, oil and gas production information.

      (d) Bricker & Eckler LLP shall have furnished to you their written
opinion, dated the Time of Delivery, in form and substance satisfactory to you,
to the effect that:

            (i) Each of the Company and The Canton Oil & Gas Company, an Ohio
      corporation (the "Ohio Guarantor") has been duly incorporated, and is
      validly existing as a corporation in good standing under the laws of the
      State of Ohio with corporate power and authority to own its properties and
      conduct its business as described in the Offering Circular;

            (ii) The Company has an authorized capitalization as set forth in
      the Offering Circular, and all of the issued shares of capital stock of
      the Company have been duly and validly authorized and issued and are fully
      paid and non-assessable;

            (iii) All of the issued shares of capital stock of the Ohio
      Guarantor have been duly and validly authorized and issued, are fully paid
      and non-assessable, and (except for directors' qualifying shares) are
      owned of record by the Company;

            (iv) Based solely on certificates from the Secretary of State of
      those States listed on a schedule provided to such counsel by the Company,
      the Company and the Ohio Guarantor have been duly qualified as a foreign
      corporation for the transaction of business and is in good standing under
      the laws of such jurisdictions.

            (v) The Securities have been duly authorized by the Company and have
      been executed, issued and delivered;

            (vi) The Guarantees have been duly authorized by the Ohio Guarantor
      and have been executed, issued and delivered by the Ohio Guarantor;

            (vii) The Exchange Securities have been duly authorized by the
      Company;

            (viii) The Exchange Guarantees have been duly authorized by the Ohio
      Guarantor;

            (ix) The Indenture has been duly authorized, executed and delivered
      by the Company and the Ohio Guarantor;

            (x) The Registration Rights Agreement has been duly authorized,
      executed and delivered by the Company and the Ohio Guarantor;

            (xi) The Credit Agreement has been duly authorized, executed and
      delivered by the Company and the Ohio Guarantor;

            (xii) The Hedge Agreement has been duly authorized, executed and
      delivered by the Company;

            (xiii) The issue and sale of the Securities, the issuance of the
      Guarantees by the Ohio Guarantor and the compliance by the Company and the
      Ohio Guarantor with all of the provisions of the Securities, the
      Guarantees, the Indenture, the Registration Rights Agreement, the Security
      Documents and this Agreement and the consummation of the transactions
      herein and therein contemplated will not (A) result in any violation of
      the provisions of the Articles of Incorporation or Code of Regulations of
      the Company or the Ohio Guarantor or (B) result in any violation of any
      Ohio statute or written regulation thereunder, or any order, rule or
      regulation of any Ohio court or governmental agency or body known to such
      counsel having jurisdiction over the Company or the Ohio Guarantor or any
      of their properties;

                                       18


            (xiv) No consent, approval, authorization, order, registration or
      qualification of or with any Ohio court or Ohio governmental agency or
      body is required to be obtained by the Company or the Ohio Guarantor for
      the issue and sale of the Securities, the issuance of the Guarantees by
      the Ohio Guarantor, the grant, perfection or enforcement of security
      interests in the Collateral pursuant to the provisions of the Security
      Documents or the consummation by the Company and the Ohio Guarantor of the
      transactions contemplated by this Agreement, the Indenture, the
      Registration Rights Agreement or the Security Documents, except for (A)
      the filings required to perfect the Collateral Trustee's security
      interests granted pursuant to the Security Documents and (B) such
      consents, approvals, authorizations, registrations or qualifications as
      may be required under federal or state securities laws;

            (xv) Each Financing Statement naming the Company or the Ohio
      Guarantor as the debtor is in appropriate form for filing in the Office of
      the Secretary of State of the State of Ohio. Upon the proper filing of
      such Financing Statements in the Office of the Secretary of State of the
      State of Ohio, the security interest in favor of the Collateral Trustee
      for the benefit of the holders of the Parity Lien Debt in the UCC
      Collateral described in such Financing Statements will be perfected to the
      extent a security interest in such UCC Collateral can be perfected under
      the Ohio UCC by the filing of a financing statement in the Office of the
      Secretary of State of the State of Ohio; and

            (xvi) Certain mortgage opinions with respect to enforceability of
      Mortgages in the State of Ohio.

      (e) Dickinson Wright PLLC shall have furnished to you their written
opinion, dated the Time of Delivery, in form and substance satisfactory to you,
to the effect that:

            (i) Ward Lake Drilling, Inc., a Michigan corporation (the "Michigan
      Guarantor") has been duly incorporated and is validly existing as a
      corporation, in good standing under the laws of the State of Michigan,
      with power and authority (corporate or other) to own its properties and
      conduct its business as described in the Offering Circular;

            (ii) All of the issued shares of capital stock of the Michigan
      Guarantor have been duly and validly authorized and issued, are fully paid
      and non-assessable, and (except for directors' qualifying shares) are
      owned directly or indirectly by the Company, free and clear of all liens,
      encumbrances, equities or claims, except for Permitted Prior Liens (such
      counsel being entitled to rely in respect of matters of fact upon
      certificates of officers of the Company or its subsidiaries, provided that
      such counsel shall state that it is justified in relying upon such
      certificates);

            (iii) Based solely on certificates from the Secretary of State of
      those States listed on a schedule provided to such counsel by the Company,
      the Michigan Guarantor has been duly qualified as a foreign corporation
      for the transaction of business and is in good standing under the laws of
      such jurisdictions.

            (iv) Any real property and buildings held under lease by the
      Michigan Guarantor at 685 East M32, Gaylord, Michigan 49735 are held by it
      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 and buildings by the Company and its subsidiaries;

            (v) Each of the Company and the Ohio Guarantor has been duly
      qualified as a foreign corporation for the transaction of business and is
      in good standing under the laws of the State of Michigan, or is subject to
      no material liability or disability by reason of the failure to

                                       19


      be so qualified in any such jurisdiction (such counsel being entitled to
      rely in respect of matters of fact upon certificates of officers of the
      Company and the Ohio Guarantor, provided that such counsel shall state
      that they believe that they are justified in relying upon such opinions
      and certificates);

            (vi) This Agreement has been duly authorized, executed and delivered
      by the Michigan Guarantor;

            (vii) The Guarantees have been duly authorized by the Michigan
      Guarantor and have been executed, authenticated, issued and delivered by
      the Michigan Guarantor;

            (viii) The Exchange Guarantees have been duly authorized by the
      Michigan Guarantor;

            (ix) The Indenture has been duly authorized, executed and delivered
      by the Michigan Guarantor;

            (x) The Registration Rights Agreement has been duly authorized,
      executed and delivered by the Michigan Guarantor;

            (xi) The Credit Agreement has been duly authorized, executed and
      delivered by the Michigan Guarantor;

            (xii) The issuance of the Guarantees by the Michigan Guarantor and
      the compliance by the Michigan Guarantor with all of the provisions of the
      Guarantees of the Michigan Guarantor, the Indenture, the Registration
      Rights Agreement, the Security Documents and this Agreement and the
      consummation of the transactions herein and therein contemplated will not
      (i) result in any violation of the provisions of the Certificate of
      Incorporation or By-laws or other organizational document of the Michigan
      Guarantor or (ii) result in any violation of any Michigan statute or any
      order, rule or regulation of any Michigan court or governmental agency or
      body having jurisdiction over the Michigan Guarantor or any of its
      properties;

            (xiii) No consent, approval, authorization, order, registration or
      qualification of or with any Michigan court or Michigan governmental
      agency or body is required for the issuance of the Guarantees by the
      Michigan Guarantor, the grant or perfection of security interests in the
      Collateral pursuant to the provisions of the Security Documents or the
      consummation by the Michigan Guarantor of the transactions contemplated by
      this Agreement, the Indenture, the Registration Rights Agreement or the
      Security Documents, except for (i) the filings required to perfect the
      Collateral Trustee's security interests granted pursuant to the Security
      Documents and (ii) such consents, approvals, authorizations, registrations
      or qualifications as may be required under state securities or Blue Sky
      laws in connection with the purchase and distribution of the Securities
      and the Guarantees by the Purchaser;

            (xiv) The Michigan Guarantor is not in violation of its Certificate
      of Incorporation or By-laws or other organizational document or in default
      in the performance or observance of any material obligation, covenant or
      condition contained in any indenture, mortgage, deed of trust, loan
      agreement, lease or other agreement or instrument to which it is a party
      or by which it or any of its properties may be bound;

            (xv) Each Financing Statement naming the Michigan Guarantor as the
      debtor is in appropriate form for filing in the Office of the Secretary of
      State of the State of Michigan. Upon the proper filing of such Financing
      Statements in the Office of the Secretary of State of the State of
      Michigan, the security interest in favor of the Collateral Trustee for the
      benefit of the

                                       20


      holders of the Parity Lien Debt in the UCC Collateral described in such
      Financing Statements will be perfected to the extent a security interest
      in such UCC Collateral can be perfected under the Michigan UCC by the
      filing of a financing statement in the Office of the Secretary of State of
      the State of Michigan; and

            (xvi) Certain mortgage opinions with respect to enforceability of
      Mortgages in the State of Michigan.

      (f) Vorys, Sater, Seymour and Pease LLP shall have furnished to you their
written opinion, dated the Time of Delivery, in form and substance satisfactory
to you, to the effect that:

            (i) This Agreement has been duly authorized, executed and delivered
      by the Company and the Ohio Guarantor;

            (ii) The Merger Agreement has been duly authorized, executed and
      delivered by the Company; and

            (iii) To the best of such counsel's knowledge and other than as set
      forth in the Offering Circular, 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 of the Company or any of its subsidiaries
      is the subject which, if determined adversely to the Company or any of its
      subsidiaries, would individually or in the aggregate have a Material
      Adverse Effect; and, to the best of such counsel's knowledge, no such
      proceedings are threatened or contemplated by governmental authorities or
      threatened by others.

      (g) Culbertson, Weiss, Schetroma and Schug, P.C. shall have furnished to
you their written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, with respect to enforceability of Mortgages in the State of
Pennsylvania.

      (h) On the date of the Offering Circular prior to the execution of this
Agreement and also at the Time of Delivery, Ernst & Young LLP shall have
furnished to you a letter or letters, dated the respective dates of delivery
thereof, in form and substance satisfactory to you, to the effect set forth in
Annex VI hereto;

      (i) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Offering Circular any 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 or contemplated in the Offering Circular, and (ii) since the
respective dates as of which information is given in the Offering Circular there
shall not have been any change in the capital stock or long-term debt of the
Company or any of its subsidiaries or any change, or any development involving a
prospective 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 Offering Circular, the effect of which, in any such case described in clause
(i) or (ii), is in the judgment of the Purchaser so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in this
Agreement and in the Offering Circular;

      (j) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities;

                                       21


      (k) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a general moratorium on
commercial banking activities declared by either Federal or New York State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iii) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war or (iv) the occurrence of any other
calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event specified in
clause (iii) or (iv) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities on the terms and in the manner contemplated in the Offering
Circular;

      (l) The Securities have been designated for trading on PORTAL;

      (m) The Company and the Guarantors shall have furnished or caused to be
furnished to you at the Time of Delivery a certificate of an officer of the
Company and the Guarantors satisfactory to you as to the accuracy of the
representations and warranties of the Company and the Guarantors herein at and
as of such Time of Delivery, as to the performance by the Company and the
Guarantors of all of their respective obligations hereunder to be performed at
or prior to such Time of Delivery, as to the matters set forth in subsections
(i) and (j) of this Section and as to such other matters as you may reasonably
request.

      (n) The Company and the Guarantors shall have entered into the
Registration Rights Agreement and the Purchaser shall have received executed
counterparts thereof.

      (o) The Company, the Guarantors and the Trustee shall have executed and
delivered the Indenture, and the Purchaser shall an original copy thereof, duly
executed by the Company, the Guarantors and the Trustee.

      (p) The Company (as applicable), the Guarantors (as applicable) and the
Collateral Trustee shall have executed and delivered the Security Documents and
the Mortgages, and the Purchaser shall have received copies thereof, duly
executed by the Company, the Guarantors (as applicable) and the Collateral
Trustee.

      (q) The Collateral Trustee shall have received (with a copy for the
Purchaser) those documents listed on Annex VII hereof.

      (r) All Uniform Commercial Code Financing Statements or other similar
Financing Statements and Uniform Commercial Code Form UCC-3 termination
statements required pursuant to clauses (1) and (2) of Annex VII hereof
(collectively, the "Financing Statements") shall have been delivered to CT
Corporation System or another similar filing service company acceptable to the
Collateral Trustee (the "Filing Agent"). The Filing Agent shall have
acknowledged in a writing reasonably satisfactory to the Collateral Trustee and
its counsel (i) the Filing Agent's receipt of all Financing Statements, (ii)
that the Financing Statements have either been submitted for filing in the
appropriate filing offices or will be submitted for filing in the appropriate
offices within ten days following the Time of Delivery and (iii) that the Filing
Agent will notify the Collateral Trustee and its counsel of the results of such
submissions within 30 days following the Time of Delivery.

      (s) The Consent Condition (as defined in the Offer to Purchase) shall have
satisfied and the Company and the trustee under the indenture governing the 2007
Notes shall have executed a Supplemental Indenture (as defined in the Offer to
Purchase).

      (t) The Company's existing credit facility shall be terminated and the
Transactions shall be consummated simultaneously with the closing of the
offering of the Securities.

                                       22


      8. (a) The Company and each of the Guarantors will, jointly and severally,
indemnify and hold harmless the Purchaser against any losses, claims, damages or
liabilities, joint or several, to which the Purchaser may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any Preliminary
Offering Circular or the Offering Circular, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein not
misleading, in the light of the circumstances under which they were made, and
will reimburse the Purchaser for any legal or other expenses reasonably incurred
by the Purchaser in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that the Company and
each of the Guarantors shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in any Preliminary Offering Circular or the Offering Circular or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Purchaser expressly for use therein.

      (b) The Purchaser will indemnify and hold harmless the Company and each of
the Guarantors against any losses, claims, damages or liabilities to which the
Company or any of the Guarantors may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Offering Circular or
the Offering Circular, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact or necessary to make the statements therein not misleading, in the light of
the circumstances under which they were made, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Offering Circular or
the Offering Circular or any such amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by the Purchaser
expressly for use therein; and will reimburse the Company or any of the
Guarantors for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such action or claim as such
expenses are incurred.

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be

                                       23


sought hereunder (whether or not the indemnified party is an actual or potential
party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of any indemnified party.

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantors on the one hand and the Purchaser on the other
from the offering of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company and the
Guarantors on the one hand and the Purchaser on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company and the
Guarantors on the one hand and the Purchaser on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the Guarantors bear to the total
underwriting discounts and commissions received by the Purchaser, in each case
as set forth in the Offering Circular. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company and the Guarantors on the one
hand or the Purchaser on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company, the Guarantors and the Purchaser agree that it would not
be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), the Purchaser shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to investors were offered to
investors exceeds the amount of any damages which the Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

      (e) The obligations of the Company and the Guarantors under this Section 8
shall be in addition to any liability which the Company and the Guarantors may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Purchaser within the meaning of the Act; and
the obligations of the Purchaser under this Section 8 shall be in addition to
any liability which the Purchaser may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act.

                                       24


      9. The respective indemnities, agreements, representations, warranties and
other statements of the Company, the Guarantors and the Purchaser, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Purchaser or any controlling person of any Purchaser, or the Company or
any of the Guarantors or any officer or director or controlling person of the
Company or any of the Guarantors, and shall survive delivery of and payment for
the Securities.

      10. If this Agreement is terminated and the Securities and the Guarantees
are not delivered by or on behalf of the Company and the Guarantors as provided
herein, the Company will reimburse the Purchaser for all its out-of-pocket
expenses, including fees and disbursements of counsel, reasonably incurred by
the Purchaser in making preparations for the purchase, sale and delivery of the
Securities, but the Company and the Guarantors shall then be under no further
liability to the Purchaser except as provided in Sections 6 and 8 hereof.

      11. All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Purchaser shall be delivered or sent by mail, telex or
facsimile transmission at 85 Broad Street, New York, New York 10004, Attention:
Registration Department; and if to the Company shall be delivered or sent by
mail, telex or facsimile transmission to the address of the Company set forth in
the Offering Circular, Attention: Secretary; provided, however, that any notice
to the Purchaser pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to the Purchaser at its address set forth
in its Purchaser's Questionnaire, or telex constituting such Questionnaire,
which address will be supplied to the Company by you upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.

      12. This Agreement shall be binding upon, and inure solely to the benefit
of, the Purchaser, the Company and the Guarantors and, to the extent provided in
Sections 8 and 10 hereof, the officers and directors of the Company and each
person who controls the Company or the Purchaser, and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Securities from the Purchaser shall be deemed a successor or assign
by reason merely of such purchase.

      14. Time shall be of the essence of this Agreement.

      15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

      16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.

      17. The Company is authorized, subject to applicable law, to disclose any
and all aspects of this potential transaction that are necessary to support any
U.S. federal income tax benefits expected to be claimed with respect to such
transaction, and all materials of any kind (including tax opinions and other tax
analyses) related to those benefits, without the Purchaser imposing any
limitation of any kind.

                                       25


      If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon the acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement
between Purchaser, the Company and the Guarantors.

                                               Very truly yours,

                                               Belden & Blake Corporation

                                               By: /s/ Robert W. Peshek
                                                   ----------------------------
                                               Name: Robert W. Peshek
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

                                               The Canton Oil & Gas Company

                                               By: /s/ Robert W. Peshek
                                                   ----------------------------
                                               Name: Robert W. Peshek
                                               Title: Senior Vice President and
                                                      Chief Financial Officer

                                               Ward Lake Drilling, Inc.

                                               By: /s/ Robert W. Peshek
                                                   ----------------------------
                                               Name: Robert W. Peshek
                                               Title: Senior Vice President and
                                                      Chief Financial Officer



Accepted as of the date hereof:

Goldman, Sachs & Co.

By: /s/ Goldman, Sachs & Co.
   ----------------------------
       (Goldman, Sachs & Co.)



                                                                         ANNEX I

                                   GUARANTORS

The Canton Oil & Gas Company, an Ohio corporation

Ward Lake Drilling, Inc., a Michigan corporation

                                     A-I-1


                                                                        ANNEX II

                               SECURITY DOCUMENTS

Collateral Trust Agreement, among the Collateral Trustee, the Administrative
Agent named therein, J. Aron & Company and the Trustee.

Priority Lien Pledge and Security Agreement, among Company, the Guarantors and
the Collateral Trustee, relating to the Priority Lien Debt

Priority Lien Sponsor Pledge Agreement, among Capital C and the Collateral
Trustee, relating to the Priority Lien Debt

Parity Lien Pledge and Security Agreement, among Company, the Guarantors and the
Collateral Trustee, relating to the Parity Lien Debt

Parity Lien Sponsor Pledge Agreement, among Capital C and the Collateral
Trustee, relating to the Parity Lien Debt

Deposit Account Control Agreements

Securities Account Control Agreements

                                     A-II-1


                                                                       ANNEX III

                                    MORTGAGES

            The following list of mortgages describes each mortgage to be filed
in each county where real property or other assets to be mortgaged are located.

      1.    Mortgage by Ward Lake Drilling, Inc., d/b/a Ward Lake Energy, for
            the benefit of Wells Fargo Bank, N.A., dated as of July 7, 2004,
            filed in Manistee County, Michigan

      2.    Mortgage by Ward Lake Drilling, Inc., d/b/a Ward Lake Energy, for
            the benefit of Wells Fargo Bank, N.A, dated as of July 7, 2004,
            filed in Montmorency County, Michigan

      3.    Mortgage by Ward Lake Drilling, Inc., d/b/a Ward Lake Energy, for
            the benefit of Wells Fargo Bank, N.A., dated as of July 7, 2004,
            filed in Ostego County, Michigan

      4.    Mortgage by Ward Lake Drilling, Inc., d/b/a Ward Lake Energy, for
            the benefit of Wells Fargo Bank, N.A., dated as of July 7, 2004,
            filed in Antrim County, Michigan

      5.    Mortgage by Ward Lake Drilling, Inc., d/b/a Ward Lake Energy, for
            the benefit of Wells Fargo Bank, N.A., dated as of July 7, 2004,
            filed in Alpena County, Michigan

      6.    Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Stark County, Ohio

      7.    Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Portage County, Ohio

      8.    Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Mahoning County, Ohio

      9.    Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and

                                     A-III-1


            Financing Statement by Belden & Blake Corporation, for the benefit
            of Wells Fargo Bank, N.A., dated as of July 7, 2004, filed in
            Carroll County, Ohio

      10.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Tuscarawas County, Ohio

      11.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Wayne County, Ohio

      12.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Columbiana County, Ohio

      13.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Fairfield County, Ohio

      14.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Guernsey County, Ohio

      15.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Noble County, Ohio

      16.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Summit County, Ohio

      17.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Trumble County, Ohio



      18.   Open End Mortgage, Assignment of Leases and Rents, Security
            Agreement, Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Summit County, Ohio (Headquarters)

      19.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Warren County, Pennsylvania

      20.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Indiana County, Pennsylvania

      21.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Venango County, Pennsylvania

      22.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in McKean County, Pennsylvania

      23.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Bradford County, Pennsylvania

      24.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Crawford County, Pennsylvania

      25.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Sommerset County, Pennsylvania

      26.   Open End Mortgage, Assignment of Production, Security Agreement,
            Fixture Filing and Financing Statement by Belden & Blake
            Corporation, for the benefit of Wells Fargo Bank, N.A., dated as of
            July 7, 2004, filed in Westmoreland County, Pennsylvania



                                                                        ANNEX IV

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

            "The Securities covered hereby have not been registered under the
      U.S. Securities Act of 1933 (the "Securities Act") and may not be offered
      and sold within the United States or to, or for the account or benefit of,
      U.S. persons (i) as part of their distribution at any time or (ii)
      otherwise until 40 days after the later of the commencement of the
      offering and the closing date, except in either case in accordance with
      Regulation S (or Rule 144A if available) under the Securities Act. Terms
      used above have the meaning given to them by Regulation S."

Terms used in this paragraph have the meanings given to them by Regulation S.

      The Purchaser further agrees that it has not entered and will not enter
into any contractual arrangement with respect to the distribution or delivery of
the Securities, except with its affiliates or with the prior written consent of
the Company.

      (2) Notwithstanding the foregoing, Securities in registered form may be
offered, sold and delivered by the Purchaser in the United States and to U.S.
persons pursuant to Section 3 of this Agreement without delivery of the written
statement required by paragraph (1) above.

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

      (4) The Purchaser agrees that it will not offer, sell or deliver any of
the Securities in any jurisdiction outside the United States except under
circumstances that will result in compliance with

                                     A-IV-1


the applicable laws thereof, and that it will take at its own expense whatever
action is required to permit its purchase and resale of the Securities in such
jurisdictions. The Purchaser understands that no action has been taken to permit
a public offering in any jurisdiction outside the United States where action
would be required for such purpose. The Purchaser agrees not to cause any
advertisement of the Securities to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to the
Securities, except in any such case with Goldman, Sachs & Co.'s express written
consent and then only at its own risk and expense.

                                     A-IV-2


                                                                         ANNEX V

                               MATERIAL AGREEMENTS

1.    Indenture, dated as of June 27, 1997, between the Company, the Subsidiary
      Guarantors and LaSalle National Bank, as trustee

2.    Registration Rights Agreement, dated as of June 27, 1997, between the
      Company, the Guarantors and Chase Securities, Inc.

3.    Peake Energy, Inc. Stock Purchase Agreement between the Company and North
      Coast Energy, Inc.

4.    Credit Agreement, dated as of August 23, 2000, by and among the Company,
      Ableco Finance LLC and Foothill Capital Corporation

5.    Amendment to the Credit Agreement, dated as of June 29, 2001, by and among
      the Company, Ableco Finance LLC and Foothill Capital Corporation

6.    Amendment to the Credit Agreement, dated as of July 25, 2002, by and among
      the Company, Ableco Finance LLC and Foothill Capital Corporation

7.    Amendment to the Credit Agreement and Waiver, dated as of December 5,
      2002, by and among the Company Finance LLC and Foothill Capital
      Corporation

8.    Amendment to the Credit Agreement and Waiver dated as of March 31, 2003 by
      and among the Company Finance LLC and Foothill Capital Corporation

9.    Amendment to the Credit Agreement and Waiver, dated as of May 30, 2003, by
      and among the Company Finance LLC and Foothill Capital Corporation

10.   Transaction Advisory Agreement, dated as of June 27, 1997, by and between
      the Company and TPG Partners II, L.P.

11.   Retirement and Noncompetition Agreement, dated May 26, 1999, by and
      between the Company and Ronald L. Clements

12.   Belden & Blake Corporation 1997 Non-Qualified Stock Option Plan

13.   Change in Control Severance Pay Plan for Key Employees of the Company,
      dated August 12, 1999

14.   Amendment No. 1 of the Belden & Blake Corporation 1999 Change in Control
      Protection Plan for Key Employees, dated as of February 26, 2002

                                     A-VI-1



15.   Amendment No. 2 of the Belden & Blake Corporation 1999 Change in Control
      Protection Plan for Key Employees, dated as of October 23, 2002

16.   Severance Pay Plan for Employees of Belden & Blake Corporation, dated
      August 12, 1999

17.   Amendment 1 to the Belden & Blake Corporation 1999 Severance Pay Plan,
      dated as of May 29, 2000

18.   Amendment 2 to the Belden & Blake Corporation 1999 Severance Pay Plan,
      dated as of September 12, 2002

19.   Employment Agreement, dated June 1, 1999 and amended November 1, 1999, by
      and between the Company and John L. Schwager

20.   Amended and Restated Employment Agreement, dated July 1, 2001, by and
      between the Company and John L. Schwager

21.   Letter of Agreement, dated December 21, 2001, by and between the Company
      and Leo A. Schrider

                                     A-VI-2



                                                                        ANNEX VI

      Pursuant to Section 7(h) of this Agreement, the accountants shall furnish
letters to the Purchaser to the effect that:

            (i) They are independent certified public accountants with respect
      to the Company and its subsidiaries;

            (ii) In our opinion, the consolidated financial statements and
      financial statement schedules audited by us and included in the Offering
      Circular comply as to form in all material respects with the applicable
      requirements of the Exchange Act and the related published rules and
      regulations;

            (iii) The unaudited selected financial information with respect to
      the consolidated results of operations and financial position of the
      Company for the five most recent fiscal years included in the Offering
      Circular agrees with the corresponding amounts (after restatements where
      applicable) in the audited consolidated financial statements for such five
      fiscal years;

            (iv) On the basis of limited procedures not constituting an audit in
      accordance with generally accepted auditing standards, consisting of a
      reading of the unaudited financial statements and other information
      referred to below, a reading of the latest available interim financial
      statements of the Company and its subsidiaries, inspection of the minute
      books of the Company and its subsidiaries since the date of the latest
      audited financial statements included in the Offering Circular, inquiries
      of officials of the Company and its subsidiaries responsible for financial
      and accounting matters and such other inquiries and procedures as may be
      specified in such letter, nothing came to their attention that caused them
      to believe that:

                  (A) the unaudited consolidated statements of income,
            consolidated balance sheets and consolidated statements of cash
            flows included in the Offering Circular are not in conformity with
            generally accepted accounting principles applied on the basis
            substantially consistent with the basis for the unaudited condensed
            consolidated statements of income, consolidated balance sheets and
            consolidated statements of cash flows included in the Offering
            Circular;

                  (B) any other unaudited income statement data and balance
            sheet items included in the Offering Circular do not agree with the
            corresponding items in the unaudited consolidated financial
            statements from which such data and items were derived, and any such
            unaudited data and items were not determined on a basis
            substantially consistent with the basis for the corresponding
            amounts in the audited consolidated financial statements included in
            the Offering Circular;

                  (C) the unaudited financial statements which were not included
            in the Offering Circular but from which were derived any unaudited
            condensed financial statements referred to in clause (A) and any
            unaudited income statement data and balance sheet items included in
            the Offering Circular and referred to in clause (B) were not
            determined on a basis substantially consistent with the basis for
            the audited consolidated financial statements included in the
            Offering Circular;

                  (D) any unaudited pro forma consolidated condensed financial
            statements included in the Offering Circular do not comply as to
            form in all material respects with the applicable accounting
            requirements or the pro forma adjustments have not been properly
            applied to the historical amounts in the compilation of those
            statements;

                                     A-VI-1



                  (E) as of a specified date not more than five days prior to
            the date of such letter, there have been any changes in the
            consolidated capital stock (other than issuances of capital stock
            upon exercise of options and stock appreciation rights, upon
            earn-outs of performance shares and upon conversions of convertible
            securities, in each case which were outstanding on the date of the
            latest financial statements included in the Offering Circular or any
            increase in the consolidated long-term debt of the Company and its
            subsidiaries, or any decreases in consolidated net current assets or
            stockholders' equity or other items specified by the Purchaser, or
            any increases in any items specified by the Purchaser, in each case
            as compared with amounts shown in the latest balance sheet included
            in the Offering Circular except in each case for changes, increases
            or decreases which the Offering Circular discloses have occurred or
            may occur or which are described in such letter; and

                  (F) for the period from the date of the latest financial
            statements included in the Offering Circular to the specified date
            referred to in clause (E) there were any decreases in consolidated
            net revenues or operating profit or the total or per share amounts
            of consolidated net income or other items specified by the
            Purchaser, or any increases in any items specified by the Purchaser,
            in each case as compared with the comparable period of the preceding
            year and with any other period of corresponding length specified by
            the Purchaser, except in each case for decreases or increases which
            the Offering Circular discloses have occurred or may occur or which
            are described in such letter; and

            (v) In addition to the examination referred to in their report(s)
      included in the Offering Circular and the limited procedures, inspection
      of minute books, inquiries and other procedures referred to in paragraphs
      (iii) and (iv) above, they have carried out certain specified procedures,
      not constituting an audit in accordance with generally accepted auditing
      standards, with respect to certain amounts, percentages and financial
      information specified by the Purchaser, which are derived from the general
      accounting records of the Company and its subsidiaries, which appear in
      the Offering Circular, and have compared certain of such amounts,
      percentages and financial information with the accounting records of the
      Company and its subsidiaries and have found them to be in agreement.

                                     A-VI-2


                                                                       ANNEX VII

            The Collateral Trustee shall have received (with a copy for the
Purchaser):

            1. Appropriately completed copies, which have been duly authorized
for filing by the appropriate Person, of Uniform Commercial Code Financing
Statements naming the Company and each Guarantor (as applicable) as a debtor and
the Collateral Trustee as the secured party, or other similar instruments or
documents to be filed under the UCC of all jurisdictions as may be necessary or,
in the reasonable opinion of the Collateral Trustee and its counsel, desirable
to perfect the security interests of the Collateral Trustee pursuant to the
Security Documents.

            2. Appropriately completed copies, which have been duly authorized
for filing by the appropriate Person, of Uniform Commercial Code Form UCC-3
termination statements, if any, necessary to release all Liens (other than
Permitted Prior Liens) of any Person in any collateral described in the Security
Documents previously granted by any Person.

            3. Certified copies of Uniform Commercial Code Requests for
Information or Copies (Form UCC-11), or a similar search report certified by a
party acceptable to the Collateral Trustee, dated a date reasonably near to the
Closing Date, listing all effective Financing Statements which name the Company
and the Guarantors (under their respective present name and any previous names)
as the debtor, together with copies of such Financing Statements (none of which
shall cover any collateral described in the Security Documents, other than such
Financing Statements that evidence Permitted Prior Liens).

            4. Such releases, reconveyances, satisfactions or other instruments
as it may request to confirm the release, satisfaction and discharge in full of
all mortgages and deeds of trust at any time delivered by the Company or any
Guarantor to secure any Obligations in respect of any existing credit facilities
or other secured indebtedness, duly executed, delivered and acknowledged in
recordable form by the grantee named therein or its of record successors or
assigns.

            5. A copy of the Collateral Trust Agreement executed by the
Administrative Agent under the Credit Agreement, the Company and each Guarantor.

            6. A certificate of insurance satisfactory to the Purchaser
confirming that all insurance requirements of the Collateral Trust Agreement are
satisfied.

            7. Such other approvals, opinions or documents as the Purchaser, the
Trustee or the Collateral Trustee may reasonably request in form and substance
satisfactory to each of them.

                                     A-VII-1