Common use of Default by a Purchaser Clause in Contracts

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers either Purchaser shall fail to purchase and pay for any of the Securities Privately Offered Certificates agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers Purchaser shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities Privately Offered Certificates that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate initial principal amount or notional amount, as the case may be, of Securities Privately Offered Certificates that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of (a) the aggregate principal amount Class Principal Balance of Securities the Class F, Class G and Class H Certificates set forth in Schedule I hereto or (b) the Class Notional Amount of the Class X Certificates set forth in Schedule I hereto, as the case may be, the remaining Purchasers Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPrivately Offered Certificates, and if such non-defaulting Purchasers do nondefaulting Purchaser does not purchase all of the SecuritiesPrivately Offered Certificates, this Agreement will terminate without liability to any non-defaulting the nondefaulting Purchaser or the CompanyMCFI. In the event of a default by any Purchaser as set forth in this Section 98, the Closing Date for the Privately Offered Certificates shall be postponed for such period, not exceeding seven days, as the Purchasers nondefaulting Purchaser shall determine in order that the required changes in the Final Private Placement Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall (x) relieve any defaulting Purchaser of its liability, if any, to the Company or MCFI and to any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunderhereunder or (y) relieve any Purchaser of such Purchaser's obligations under the Agreement Among Underwriters, dated as of October 30, 1996, between the Purchasers (the "Agreement Among Underwriters"), including, without limitation, those set forth in Sections 5(b) and 5(c) thereof.

Default by a Purchaser. If any one or more Purchasers either Purchaser shall fail to ----------------------- purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers Purchaser shall be obligated severally to take up and pay for (in the respective proportions proportion which the principal amount of Securities set forth opposite their names its name in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names name of all the remaining Purchaser(s)Purchaser) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal -------- ------- amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such the non-defaulting Purchasers do Purchaser does not purchase all the Securities, this Agreement will terminate without liability to any the non-defaulting Purchaser Purchaser, the Company or the CompanyHolding. In the event of a default by any either Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company Company, Holding or any the non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more ---------------------- Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate total principal amount of Securities set forth in Schedule I heretothat the Purchasers are obligated to purchase on such Closing Date, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the SecuritiesSecurities to be purchased on such Closing Date, this Agreement will terminate without liability to any non-defaulting nondefaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 98, the such Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder. As used in this Agreement, the term "Purchaser" includes any person substituted for a Purchaser under this Section.

Default by a Purchaser. (a) If any one or more Purchasers Purchaser shall fail default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Time of Sale Information, the Offering Memorandum, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Time of Sale Information or the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased Notes of a defaulting Purchaser or Purchasers by such Purchaser hereunder you and such failure to purchase shall constitute a default the Issuers as provided in the performance of its or their obligations under this Agreementsubsection (a) above, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall such Notes which remains unpurchased does not exceed 10% one-tenth of the aggregate principal amount of Securities set forth in Schedule I heretoall the Notes, then the remaining Purchasers Issuers shall have the right to require each non-defaulting Purchaser to purchase allthe principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not be under any obligation exercise the right described in subsection (b) above to purchase any, of the Securities, and if such require non-defaulting Purchasers do not to purchase all the SecuritiesNotes of a defaulting Purchaser or Purchasers, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Purchaser or the Company. In Issuers, except for the event of a default expenses to be borne by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as Issuers and the Purchasers shall determine as provided in order that Section 6 hereof and the required changes indemnity and contribution agreements in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 9 hereof; but nothing herein shall relieve any a defaulting Purchaser of from liability for its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunderdefault.

Default by a Purchaser. (a) If any one or more Purchasers Purchaser shall fail default in its obligation to purchase the Notes which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Notes, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Notes, or the Issuers notify you that they have so arranged for the purchase of such Notes, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased Notes of a defaulting Purchaser or Purchasers by such Purchaser hereunder you and such failure to purchase shall constitute a default the Issuers as provided in the performance of its or their obligations under this Agreementsubsection (a) above, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall such Notes which remains unpurchased does not exceed 10% one-tenth of the aggregate principal amount of Securities set forth in Schedule I heretoall the Notes, then the remaining Purchasers Issuers shall have the right to require each non-defaulting Purchaser to purchase allthe principal amount of Notes which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Notes which such Purchaser agreed to purchase hereunder) of the Notes of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Issuers shall not be under any obligation exercise the right described in subsection (b) above to purchase any, of the Securities, and if such require non-defaulting Purchasers do not to purchase all the SecuritiesNotes of a defaulting Purchaser or Purchasers, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Purchaser or the Company. In Issuers, except for the event of a default expenses to be borne by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as Issuers and the Purchasers shall determine as provided in order that Section 6 hereof and the required changes indemnity and contribution agreements in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Purchaser of from liability for its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunderdefault.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser Purchaser, the Company or the CompanyGuarantor. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting defaulting, Purchaser of its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the New Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount number of Firm New Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount number of Firm New Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the New Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount number of Firm New Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of New Securities set forth in Schedule I heretoI, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the New Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the New Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 911, the Closing Date execution of the Purchase Agreement shall be postponed for such period, not exceeding seven days, as the Purchasers Representative shall determine in order that the required changes in the Final Memorandum Registration Statement and the Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail ----------------------- to purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate -------- ------- principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser Purchaser, the Company or the Companyany Guarantor. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company Company, any Guarantor or any non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser nondefaulting Purchaser, the Issuers or the CompanyGuarantors. In the event of a default by any Purchaser as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Purchasers Representative shall determine in order that the required changes in the Disclosure Package and the Final Memorandum Offering Circular or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or Issuers, the Guarantors and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the New Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of New Securities set forth opposite their names in Schedule I hereto to the Purchase Agreement bears to the aggregate principal amount of New Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the New Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 28 28 that the aggregate principal amount of New Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of New Securities set forth in Schedule I heretoto the Purchase Agreement, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the New Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the New Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers Representative shall determine in order that the required changes in the Final Memorandum Registration Statement and the Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Purchasers Representatives shall determine in order that the required changes in the Final Memorandum Offering Document or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers Purchaser shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Purchaser hereunder and such failure purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase shall constitute a such Securities on the terms contained herein. If within thirty-six hours after such default in by any Purchaser you do not arrange for the performance purchase of its or their obligations under this Agreementsuch Securities, then the remaining Purchasers Issuer shall be obligated severally entitled to take up and pay for (in a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective proportions which prescribed periods, you notify the principal amount Issuer. that you have so arranged for the purchase of Securities set forth opposite their names in Schedule I hereto bears to such Securities, or the aggregate principal amount Issuer notify you that they have so arranged for the purchase of Securities set forth opposite such Securities, you or the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers Issuer shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum, or in any other documents or arrangements, and the Issuer agree to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. If, after giving effect to any arrangements for the purchase allof the Securities of a defaulting Purchaser or Purchasers by you and the Issuer as provided in subsection (a) above, but shall the aggregate original principal amount of such Securities which remains unpurchased does not be under any obligation to purchase any, exceed one-tenth of the aggregate original principal amount of all the Securities, then the Issuer shall have the right to require each non-defaulting Purchaser to purchase the original principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the original principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuer as provided in subsection (a) above, the aggregate original principal amount of Securities which remains unpurchased exceeds one-tenth of the aggregate original principal amount of all the Securities, or if such the Issuer shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers do not to purchase all the SecuritiesSecurities of a defaulting Purchaser or Purchasers, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Purchaser or the Company. In Issuer, except for the event of a default expenses to be borne by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as Issuer and the Purchasers shall determine as provided in order that Section 6 hereof and the required changes indemnity and contribution agreements in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Purchaser of from liability for its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunderdefault.

Default by a Purchaser. If any one or more Purchasers Purchaser shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers Purchaser shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event 28 28 that the aggregate principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do nondefaulting Purchaser does not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser nondefaulting Purchaser, the Company or the CompanyGuarantor. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers nondefaulting Purchaser shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers Purchaser shall fail default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Securities, or the Issuers notify you that they have so arranged for the purchase of such Securities, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Offering Circular which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. If, after giving effect to any arrangements for any the purchase of the Securities agreed of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, then the Issuers shall have the right to be purchased by such require each non-defaulting Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names which such Purchaser agreed to purchase hereunder and, in Schedule I hereto bears addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% which remains unpurchased exceeds one-tenth of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of all the Securities, and or if such the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers do not to purchase all the SecuritiesSecurities of a defaulting Purchaser or Purchasers, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Purchaser or the Company. In Issuers, except for the event of a default expenses to be borne by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as Issuers and the Purchasers shall determine as provided in order that Section 6 hereof and the required changes indemnity and contribution agreements in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Purchaser of from liability for its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunderdefault.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Notes set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Securities that Notes which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that Notes which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities Notes set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such non-defaulting nondefaulting Purchasers do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any non-defaulting nondefaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunder.the

Default by a Purchaser. If on the Closing Date any one or more Purchasers shall fail to purchase and pay for any of the Firm Securities agreed to be purchased by such Purchaser or Purchasers hereunder and the aggregate principal amount of Firm Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Firm Securities that the Purchasers are obligated to purchase and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Purchasers, or any other purchasers, to purchase all, but not less than all of the unsold Firm Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then the non-defaulting Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Firm Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of Firm Securities set forth opposite the names of all the remaining Purchaser(s)non-defaulting Purchasers) the Firm Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that . If any Purchaser or Purchasers so default and the aggregate principal amount of Firm Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Firm Securities that the defaulting Purchaser is obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. If, on the Additional Closing Date, any one or more Purchasers shall fail to purchase and pay for any of the Option Securities agreed to be purchased by such Purchaser or Purchasers hereunder and the aggregate principal amount of Option Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase shall does not exceed 10% of the aggregate total principal amount of Option Securities set forth in Schedule I heretothat the Purchasers to be purchased on the Additional Closing Date, the remaining non-defaulting Purchasers shall have the right option to (a) terminate their obligation hereunder to purchase all, but shall the Option Securities to be sold on the Additional Closing Date or (b) purchase not be under any obligation to purchase any, less than the principal amount of the Securities, and if Option Securities that such non-defaulting Purchasers do not would have been obligated to purchase all in the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser or the Companyabsence of such default. In the event of a default by any Purchaser as set forth As used in this Section 9Agreement, the Closing Date shall be postponed term “Purchaser” includes any person substituted for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effecteda Purchaser under this Section. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or and any non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser nondefaulting Purchaser, the Company or the CompanyGuarantors. In the event of a default by any Purchaser as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Purchasers Representative shall determine in order that the required changes in the Disclosure Package and the Final Memorandum Offering Circular or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or Company, the Guarantors and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in Schedule I A hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Offered Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Offered Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Offered Securities set forth in Schedule I A hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all the Offered Securities, this Agreement will terminate without liability to any non-defaulting Purchaser nondefaulting Purchasers or the Company. In the event of a default by any Purchaser as set forth in this Section 913, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Purchasers Salomon Smith Barney Inc. and Credit Suisse First Boston LLC shall determine in order that det▇▇▇▇▇▇ ▇▇ ▇▇▇e▇ ▇▇▇▇ the required changes in the Final Memorandum Offering Document or in any other documents or arrangements may be effected. Nothing contained in this its Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. [Remainder of Page Intentionally Left Blank] [Signature Page Immediately Follows] Very truly yours, ANR PIPELINE COMPANY By: /s/ GREG G. GRUBER ------------------------------------ Name: Greg G. Gruber Title: Seni▇▇ ▇▇▇▇ ▇▇▇▇▇▇ent, Chief Financial Officer and Treasurer The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written. SALOMON SMITH BARNEY INC. CREDIT SUISSE FIRST BOSTON LLC ABN AMRO INCO▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇RICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. J.P. MORGAN SECURITIES INC. By: Salomon Smith Barney Inc. By: /s/ ▇▇▇▇ ▇▇▇▇KEY -------------------------------- Name: Paul Sh▇▇▇▇▇ ▇itle: Vice President SCHEDULE A

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchaser(s)Purchasers) the Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Purchaser or the CompanyCompany and the Guarantors. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers Representatives and the Company shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or Company, the Guarantors and any non-defaulting nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. (a) If any one Purchaser purchasing Notes in a syndicate of two or more Purchasers shall fail default in its obligation to purchase the Notes hereunder, and pay for any of if the Securities agreed Notes with respect to be purchased which such default relates do not (after giving effect to arrangements, if any, made by such Purchaser hereunder and such failure the related Representative(s) pursuant to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for subsection (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Purchaser(s)b) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall below) exceed 10% of the aggregate principal amount of Securities set forth in Schedule I heretoany issue of Notes, the remaining Purchasers Notes to which the default relates shall have be purchased by the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do not Purchaser(s). (b) In the event that such default relates to more than 10% of the aggregate principal amount of the Notes, the Representative(s) may in its discretion arrange for itself or for another Agent or Agent(s) to purchase all such Notes, to which such default relates on the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser or the Companyterms contained herein. In the event of that within five calendar days after such a default by any Purchaser such Representative(s) does not arrange for the purchase of the Notes to which such default relates as set forth provided in this Section 910, the Closing Date related Terms Agreement shall be postponed for thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in such periodTerms Agreement and herein) or the Purchasers, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained but nothing in this Agreement shall relieve any a defaulting Purchaser of its liability, if any, to the other Purchasers and the Company or any non-defaulting Purchaser for damages occasioned by its default hereunder. (c) In the event that the Notes to which the default relates are to be purchased by the non-defaulting Purchaser(s), or are to be purchased by another Agent or Agent(s) as aforesaid, the Purchasers or the Company shall have the right to postpone the applicable Settlement Date, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of counsel for the Purchasers, may thereby be made necessary or advisable. The term “Purchaser” as used in this Agreement shall include any party substituted under this Section 10 with like effect as if it had originally been a party to the related Terms Agreement with respect to such Notes.

Default by a Purchaser. If any one or more Purchasers shall fail ---------------------- to purchase and pay for any of the Securities agreed to be purchased by such Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions which that the principal amount of Securities Fixed Rate Notes or Floating Rate Notes, as the case may be, set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities Fixed Rate Notes or Floating Rate Notes, as the case may be, set forth opposite the names of all the remaining Purchaser(s)) the Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event 28 28 -------- ------- that the aggregate principal amount of Securities that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Purchaser or the Company. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Purchasers shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company or any non-defaulting Purchaser for damages occasioned by its default hereunder.