Common use of The Transactions Clause in Contracts

The Transactions. Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose to issue and sell to the Initial Purchaser $32,000,000 aggregate principal amount of the Company’s 6.75% Convertible Senior Notes due 2017 (the “Notes”) and the Guarantees (as defined below). The Notes shall be convertible into 256.4103 shares of common stock, par value $0.01, of the Company (the “Common Stock”), per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The Common Stock into which the Notes may be converted are referred to herein as the “Conversion Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of Notes.” The Notes will be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated June 19, 2012, between the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes, the Conversion Shares and the Guarantees hereinafter are referred to collectively as the “Securities.” The sale of the Notes and the Guarantees to the Initial Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the Guarantees, the Company and the Guarantors: (i) have prepared a preliminary offering memorandum dated June 5, 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose proposes to issue and sell to the Initial Purchaser Purchasers $32,000,000 70,000,000 aggregate principal amount of the Company’s 6.75its 5.00% Convertible Senior Notes due 2017 2024 (the “Firm Notes”) to be issued pursuant to the terms of an indenture (the “Indenture”) to be dated as of the Closing Date among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $10,500,000 aggregate principal amount of its 5.00% Convertible Senior Notes due 2024 (the “Optional Notes” and, together with the Firm Notes, the “Notes”) and the Guarantees (as defined below). The Notes shall initially be convertible into 256.4103 56.9801 shares of common stock, par value $0.01, of the Company 0.001 per share (the “Common Stock”), of the Company, per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The shares of Common Stock into which the Notes may be converted are referred to herein as the “Conversion Underlying Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of the Notes.” ”. The Notes will be issued pursuant to the provisions due and punctual payment of the Indenture (the “Indenture”), to be dated June 19, 2012, between the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). The payment of principal of, premium, if any, and interest on on, the Notes will be fully unconditionally and unconditionally irrevocably guaranteed on a senior senior, unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any U.S. domestic subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes, the Conversion Shares Guarantees and the Guarantees Underlying Shares hereinafter are referred to collectively as the “Securities.” The sale of the Notes and the Guarantees will be offered and sold to the Initial Purchaser Purchasers (the “Offering”) will be made without pursuant to an exemption from the registration requirements of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the Guarantees, the Company and the Guarantors: (i) have prepared a preliminary offering memorandum dated June 5, 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose proposes to issue and sell to the Initial Purchaser $32,000,000 100,000,000 aggregate principal amount of the Company’s 6.75its 4.0% Convertible Senior Subordinated Notes due 2017 2011 (the “Firm Notes”). In addition, the Company has granted to the Initial Purchaser an option to purchase up to an additional $20,000,000 aggregate principal amount of its 4.0% Convertible Subordinated Notes due 2011 (the “Optional Notes” and, together with the Firm Notes, the “Notes”) and the Guarantees (as defined below). The Notes shall be convertible into 256.4103 shares of common stock, par value $0.010.01 per share, of the Company (the “Common Stock”) together with the rights (the “Rights”) evidenced by such Common Stock to the extent provided in the Stockholder Rights Agreement, dated March 27, 2002, between the Company and American Stock Transfer & Trust Company (the “Stockholder Rights Agreement”), per $1,000 principal amount subject to and in accordance with the terms of the Notes, as described in the Offering Memorandum, defined below. The Common Stock and accompanying Rights into which the Notes may be converted are referred to herein as the “Conversion Shares.” The material Notes will (i) have the terms and provisions of the Notes which are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of Notes.” The Notes will and such other terms as are reasonable and customary and (ii) be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated June 19February 17, 20122004, between the CompanyCompany and The Bank of New York, the Guarantors and Xxxxx Fargo Bank, National Associationa New York banking corporation, as trustee (the “Trustee”). The payment of principal of, premium, if any, Notes and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes, the Conversion Shares and the Guarantees hereinafter are referred to collectively as the “Securities.” The sale of the Notes and the Guarantees to the Initial Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the GuaranteesNotes, the Company and the Guarantors: (i) have has prepared a preliminary offering memorandum dated June 5February 9, 2012 2004 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package Memorandum and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30December 31, 20112002, (ii) Quarterly Reports on Form 10-Q for the quarters ended December March 31, 2003, June 30, 2011 2003 and Xxxxx 00September 30, 00002003, (xxxiii) Proxy Statement for the annual meeting of stockholders of the Company held on January 31May 28, 20122003, (iv) Current Reports on Form 8-K filed with the Commission on October 17January 8, 2011, October 24, 20112003, January 1110, 20122003, February 6January 30, 20122003, February March 4, 2003, June 20, 2003, August 20, 2003, August 22, 2003, September 5, 2003, September 19, 2003 and November 7, 20122003, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in on page 2 of the Company’s Registration Statements Statement on Form 8-A, as amended A and (File Nos. 000vi) the description of the Preferred Stock Purchase Rights under the Stockholder Rights Agreement contained on pages 2-50499 and 0014 of the Company’s Registration Statement on Form 8-31650) A (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (vvi) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package Memorandum or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm confirms that they have it has authorized the use of the Preliminary Offering Memorandum, the Disclosure Package Memorandum and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand understands that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. The Initial Purchaser and their direct and indirect transferees of the Notes will be entitled to the benefits of the Registration Rights Agreement to be dated as of February 17, 2004, among the parties hereto (the “Registration Rights Agreement”) pursuant to which the Company will agree, among other things, to file (i) a registration statement (the “Registration Statement”) on the appropriate form with the Commission registering the resale of the Securities under the Securities Act and (ii) to use its best efforts to cause any such Registration Statement to be declared effective. This Agreement, the Securities Securities, the Registration Rights Agreement and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. (a) Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose proposes to issue and sell to the Initial Purchaser Purchasers $32,000,000 145,000,000 aggregate principal amount of the Company’s 6.75its 8% Convertible Senior Notes due 2017 2011 (the “Firm Notes”). The Company also agrees to issue to the Initial Purchasers an option to purchase up to an additional $21,750,000 aggregate principal amount of its 8% Convertible Senior Notes due 2011 (the “Option Notes” and, together with the Firm Notes, the “Notes”) and the Guarantees (as defined below). The initial conversion rate of the Notes shall be convertible into 256.4103 is 136.426 shares of common stock, $0.0001 par value $0.01per share, of the Company (the “Common Stock” or “Conversion Shares”), ) per each $1,000 principal amount of Notes, as subject to adjustment in certain circumstances. The Notes will (i) have the terms and provisions which are described in the Offering Memorandum, defined below. The Common Stock into which the Notes may be converted are referred to herein as the “Conversion Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of Notes.” The Notes will and such other terms as are customary, and (ii) be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated June as of December 19, 20122006, between the Company, the Guarantors Company and Xxxxx Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed ) on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), private placement basis pursuant to their guarantees an exemption from registration under Section 4(2) and Regulation D under the Securities Act of 1933, as amended (the “GuaranteesSecurities Act”). The Notes, Notes and the Conversion Shares and the Guarantees are hereinafter are referred to collectively as the “Securities.” The offer and sale of the Notes and Securities is hereinafter referred to as the Guarantees to “Offering.” Holders of the Initial Purchaser Securities will have the registration rights set forth in a registration rights agreement (the “OfferingRegistration Rights Agreement”) will ), to be made without registration dated as of December 19, 2006, among the Company and the Initial Purchasers, relating to the resale of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the Guarantees, the Company and the Guarantors: (i) have prepared a preliminary offering memorandum dated June 5, 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose proposes to issue and sell to the Initial Purchaser $32,000,000 80,214,000 aggregate principal amount of the Company’s 6.75its 5.250% Convertible Senior Notes due 2017 2026 (the “Notes”) and to be issued pursuant to the Guarantees terms of an indenture (the “Indenture”) to be dated as of the Closing Date among the Company, the Guarantors (as defined below) and Computershare Trust Company, N.A., as Trustee (the “Trustee”). The Notes shall initially be convertible into 256.4103 65.6276 shares of common stock, par value $0.01, of the Company 0.001 per share (the “Common Stock”), of the Company, per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The shares of Common Stock into which the Notes may be converted are referred to herein as the “Conversion Underlying Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of the Notes.” ”. The Notes will be issued pursuant to the provisions due and punctual payment of the Indenture (the “Indenture”), to be dated June 19, 2012, between the Company, the Guarantors and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). The payment of principal of, premium, if any, and interest on on, the Notes will be fully unconditionally and unconditionally irrevocably guaranteed on a senior senior, unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any U.S. domestic subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional a guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes, the Conversion Shares Guarantees and the Guarantees Underlying Shares hereinafter are referred to collectively as the “Securities.” The sale of the Notes and the Guarantees will be offered and sold to the Initial Purchaser (the “Offering”) will be made without pursuant to an exemption from the registration requirements of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the Guarantees, the Company and the Guarantors: (i) have prepared a preliminary offering memorandum dated June 5, 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. (a) Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose proposes to issue and sell to the Initial Purchaser 175,000 units (“Firm Units”) of the Company, each Unit consisting of $32,000,000 aggregate 1,000 principal amount of the Company’s 6.75its 8.75% Senior Convertible Senior Notes due 2017 2012 (the “Notes”) and the Guarantees (as defined below). The Notes shall be convertible into 256.4103 , a warrant to purchase shares of the Company’s common stock, par value $0.01, of the Company 0.001 per share (the “Common Stock”), at an initial exercise price of $4.00 per share (“$1,000 principal amount 4 Warrants”), and a warrant to purchase shares of Notesthe Common Stock at an initial exercise price of $5.00 per share (“$5 Warrants” and, as described in together with the Offering Memorandum$4 Warrants, defined belowthe “Warrants”). In addition, the Company has granted to the Initial Purchaser an option to purchase up to 26,250 additional Units (the “Optional Units” and, together with the Firm Units, the “Units”). The Common Stock into which Company’s obligations under the Notes may will be converted are referred to herein as guaranteed by certain of its subsidiaries (the “Conversion Shares.” Guarantors”). The material terms and provisions Notes (including the guarantees of the Notes are described in Guarantors endorsed thereon (the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below“Guarantees”)) under the heading “Description of Notes.” The Notes will be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated June 19February 16, 20122007, between the Company and Bank of New York Corporate Trust Company, the Guarantors and Xxxxx Fargo Bank, National AssociationN.A., as trustee (the “Trustee”). The payment of principal of, premium, if any, and interest on the Notes Warrants will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) issued pursuant to the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary provisions of the Company formed or acquired after the Closing Date Warrant Agent Agreement (as defined in Section 3 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “GuarantorsWarrant Agreement”), pursuant to their guarantees be dated February 16, 2007, between the Company and Bank of New York Corporate Trust Company, N.A., as warrant agent (the “GuaranteesWarrant Agent”). The Units, the Notes, the Conversion Shares Warrants, the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”) and the Guarantees hereinafter shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, together with the Note Shares, the “Underlying Shares”) are collectively referred to collectively as the “Securities.” The sale of the Notes and the Guarantees to the Initial Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the Guarantees, the Company and the Guarantors: (i) have prepared a preliminary offering memorandum dated June 5, 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. (a) Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, propose proposes to issue and sell to the Initial Purchaser $32,000,000 60,000,000 aggregate principal amount of the Company’s 6.75its 7.75% Convertible Senior Notes due 2017 2012 (the “Notes”) and warrants (the Guarantees “Warrants”) to purchase an aggregate of 7,800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The initial conversion rate of the Notes is 520.833 shares of Common Stock per each $1,000 principal amount of Notes, subject to adjustment as described in the Indenture (as defined below). The Notes shall be convertible into 256.4103 shares of common stockCommon Stock and the Warrants shall be exercisable into shares of Common Stock (collectively, par value $0.01, of the Company (the “Common StockShares”), per $1,000 principal amount of Notes, as . The Notes and Warrants will have the terms and provisions which are described in the Offering Memorandum, defined below. The Common Stock into which the Notes may be converted are referred to herein as the “Conversion Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of Notes.Securities” and such other terms as are customary. The Notes will be issued pursuant to the provisions of the Indenture (the “Indenture”), to be dated June 19on or about February 20, 20122007, between the Company, the Guarantors Company and Xxxxx Fargo Bank, U.S. Bank National Association, as trustee (the “Trustee”) and shall be substantially in the form of the Form of Convertible Note attached as Exhibit A thereto (the “Form of Note”). The payment of principal of, premium, if any, and interest on the Notes Warrants will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional guarantee in accordance with issued pursuant to the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees form of warrant accompanying this Agreement (the “GuaranteesForm of Warrant”). The Notes, the Conversion Shares Warrants and the Guarantees Shares are hereinafter are referred to collectively as the “Securities.” The offer and sale of the Securities is hereinafter referred to as the “Offering.” Holders of the Securities will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”), to be dated as of February 20, 2007, between the Company and the Initial Purchaser, relating to the resale of the Notes and the Guarantees to the Initial Purchaser (the “Offering”) will be made without registration of the Securities Shares under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, the “Securities Act”), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale of the Notes and the Guarantees, the Company and the Guarantors: (i) have prepared a preliminary offering memorandum dated June 5, 2012 (the “Preliminary Offering Memorandum”) and will prepare promptly an offering memorandum dated the date hereof, in form and substance reasonably satisfactory to you (the “Offering Memorandum”), setting forth information regarding the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents (as defined below); and (ii) will prepare the term sheet substantially in the form attached in Schedule I hereto (the “Final Term Sheet”) as approved by the Initial Purchaser, such Final Term Sheet, together with the Preliminary Offering Memorandum and any of the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities and the Indenture are herein referred to as the “Offering Documents.”

The Transactions. Subject to the terms and conditions herein contained, the Company and the Guarantors (as defined below), severally but not jointly, Notes Issuers propose to issue and sell to the Initial Purchaser in multiple transactions but no later than July 31, 2000 up to $32,000,000 50,000,000 aggregate principal amount of the Company’s 6.75% Convertible their Senior Subordinated Floating Rate Notes due 2017 2009 (the “"Notes”"). The obligations of the Notes Issuers under the Indenture (as defined herein) and the Guarantees Notes will be unconditionally guaranteed (as defined belowthe "Guarantees"), on a joint and several basis, by each Guarantor. The Notes shall be convertible into 256.4103 shares of common stock, par value $0.01, of the Company (the “Common Stock”), per $1,000 principal amount of Notes, as described in the Offering Memorandum, defined below. The Common Stock into which the Notes may be converted are referred to herein as the “Conversion Shares.” The material terms and provisions of the Notes are described in the Disclosure Package as of the Applicable Time and the Offering Memorandum dated the date hereof (each as defined below) under the heading “Description of Notes.” The Notes will Guarantees are to be issued pursuant to the provisions of the Indenture (the “"Indenture”"), to be dated June 19as of February 2, 20122000, between among the CompanyNotes Issuers, the Guarantors and Xxxxx Fargo BankState Street Bank and Trust Company, National Associationa Massachusetts banking corporation, as trustee (the “"Trustee”"). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 3 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes, the Conversion Shares and the Guarantees are hereinafter are referred to collectively as the “"Securities.” " The Notes Issuers and the Guarantors are herein collectively referred to as the "Issuers." The sale of the Notes and the Guarantees Securities to the Initial Purchaser (the “Offering”) will be made without registration of the Securities under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the “"Commission”") promulgated thereunder, the “"Securities Act”"), in reliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. In connection with the sale The Purchaser and its direct and indirect transferees of the Notes and will be entitled to the Guaranteesbenefits of the Registration Rights Agreement dated as of February 2, 2000 among the Company and parties hereto (the Guarantors: "Registration Rights Agreement") pursuant to which the Issuers will agree, among other things, to file (i) have prepared a preliminary offering memorandum dated June 5, 2012 registration statement (the “Preliminary Offering Memorandum”"Registration Statement") and will prepare promptly an offering memorandum dated with the date hereof, in form and substance reasonably satisfactory to you (Commission registering the “Offering Memorandum”), setting forth information regarding Notes or the Company, the Guarantors, the Securities and the terms of the Offering and the transactions contemplated by the Offering Documents Exchange Notes (as defined below); and in the Registration Rights Agreement) under the Securities Act or (ii) will prepare a shelf registration statement pursuant to Rule 415 under the term sheet substantially Securities Act relating to the resale of the Notes by holders thereof or, if applicable, relating to the resale of Private Exchange Notes (as defined in the form attached in Schedule I hereto (the “Final Term Sheet”Registration Rights Agreement) as approved by the Purchasers pursuant to an exchange of the Notes for Private Exchange Notes. Except as otherwise permitted hereby, the Notes Issuers will use the proceeds from the issuances and sales of the Securities to the Purchaser solely as consideration for the acquisition of the assets of each Mountain West Audio, Inc., a Utah corporation, General Communications Corporation, an Indiana corporation (d/b/a On-Hold America), Texas Sound Co. Ltd., an Ohio limited liability company and Quincy Broadcasting Company, a Delaware corporation, on the Initial Purchaser, such Final Term SheetClosing Date (as defined herein) (each an "Initial Acquisition") and subsequent acquisitions on each Subsequent Closing Date (as defined herein) (each a "Subsequent Acquisition" and, together with the Preliminary Offering Memorandum and any of Initial Acquisition, the other documents used by the Company in connection with the offering of the Notes and the Guarantees on or before 8:00 a.m. New York City time on the date of this Agreement (the “Applicable Time”) and identified on Schedule II hereto (the “Disclosure Package”"Acquisitions"). The Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum will incorporate by reference the Company’s (i) Annual Report on Form 10-K for the year ended September 30, 2011, (ii) Quarterly Reports on Form 10-Q for the quarters ended December 30, 2011 and Xxxxx 00, 0000, (xxx) Proxy Statement for the annual meeting of stockholders of the Company held on January 31, 2012, (iv) Current Reports on Form 8-K filed with the Commission on October 17, 2011, October 24, 2011, January 11, 2012, February 6, 2012, February 7, 2012, April 4, 2012, April 16, 2012, May 14, 2012, and June 4, 2012 and on Form 8-K/A filed with the Commission on April 18, 2012, and (v) the description of Common Stock contained in the Company’s Registration Statements on Form 8-A, as amended (File Nos. 000-50499 and 001-31650) (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (v) referred to herein and all documents deemed to be incorporated by reference in the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum that are filed subsequent to the date of such document and prior to the completion of the distribution of the Securities are referred to herein as the “Incorporated Documents”). Any references herein to the Preliminary Offering Memorandum, the Disclosure Package or the Offering Memorandum shall be deemed to include, in each case, all amendments and supplements thereto and the Incorporated Documents and any amendments thereto made prior to the completion of the Offering. The Company and each of the Guarantors hereby confirm that they have authorized the use of the Preliminary Offering Memorandum, the Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes and the Guarantees by the Initial Purchaser. The Company and the Guarantors understand that the Initial Purchaser proposes to make an offering of the Notes and the Guarantees only on the terms and in the manner set forth in the Offering Memorandum and Sections 3, 4 and 10 hereof as soon as the Initial Purchaser deems advisable after this Agreement has been executed and delivered, solely to persons whom the Initial Purchaser reasonably believes to be qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act, as such rule may be amended from time to time (“Rule 144A”), in transactions under Rule 144A. This Agreement, the Securities Securities, the Exchange Notes, the Private Exchange Notes, the Registration Rights Agreement and the Indenture are herein collectively referred to as the “Offering "Transaction Documents.”"