Common use of Purchase and Sale of the Preferred Securities Clause in Contracts

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Million Dollars ($5,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers 25,000 of the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty-Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30July 26, 2003 2006 or such later date (not later than October 30August 25, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Maw Xxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty-Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time)time on May 31, on September 30, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2006 (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Maw Xxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an aggregate amount (the “"Purchase Price”") equal to Five Million Dollars $3,000,000. In connection with the purchase of the Preferred Securities, the Company shall pay a 0.0% fee ($5,000,000)the "Fee") to its introducing agent (the "Introducing Agent") for services rendered. The Purchaser shall be responsible for the following expenses: (i) any rating agency costs and expensesexpenses and (ii) any fee payable to the Company's Introducing Agent; provided that such Introducing Agent has an agreement with the Purchaser. The Sellers Purchaser shall not be responsible for any expenses set forth in Section 7 hereof unless otherwise provided therein. The Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 30June 16, 2003 2006, or such later date (not later than October 30July 14, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchaser, or its designee, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York City time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxxx Xxxxxxxx & Xxxx & Maw LLP, 000 Xxxxx XxXxxxx XxxxxxTwo World Financial Center, XxxxxxxNew York, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree. 2.4 The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchaser without registration of any of the Preferred Securities, the Junior Subordinated Notes or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. 2.5 Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Twenty Million Dollars ($5,000,00020,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 301, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2005 (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing DateDate or at such other time and place agreed to by the Sellers and the Purchaser. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw DLA Piper Rudnick Gray Cary US LLP, 000 Xxxxx XxXxxxx 1221 S. Mopac Expressway, Suite 400, Xxxxxx, Xxxxxxx, Xxxxxxxx Xxxxx 00000, or xx such other place as the parties hereto shall agreeothxx xxxxx xx xxx xxxxxxx xxxxxx xxxxx xxxxx.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an aggregate amount (the “Purchase Price”) equal to Twenty-Eight Million One Hundred Twenty-Five Million Thousand Dollars (U.S. $5,000,00028,125,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. a.m. New York time), on September 30June 22, 2003 2007 or such later date (not later than October 30July 22, 2003 (30 days later)2007) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against in exchange for the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days Business Days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days Business Days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking review by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. p.m. New York time), time on the business day Business Day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx Xxxxx Raysman & Maw Xxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to shall sell to the each Purchaser, and the each Purchaser agrees to shall purchase from the Sellers Sellers, the amount of Preferred Securities set forth opposite its name on the signature pages hereto for an aggregate amount (the “Purchase Price”"PURCHASE PRICE") equal to Five One Hundred Million Dollars ($5,000,000100,000,000). The Purchaser Purchasers shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September March 30, 2003 2006 or such later date (not later than October 30June 15, 2003 (30 days later)2006) as the parties Acquisition Companies may designate provided the Acquisition Companies shall have given the Purchasers at least two business days' notice of such later date (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”"CLOSING DATE"). The Preferred Securities shall be transferred and delivered to the Purchaser Purchasers against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser Purchasers shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser Purchasers in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Rowe & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx71 South Wacker Drive, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60000, or such other place as the parties othxx xxxxx xx xxx xxxxxxx hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Twenty Million Dollars ($5,000,00020,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30February 22, 2003 2006 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 00 Xxxxx XxXxxxx Xxxxxx, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60606, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an aggregate amount (the “"Purchase Price”") equal to Five Million Dollars $3,000,000. In connection with the purchase of the Preferred Securities, the Company shall pay a 0.0% fee ($5,000,000)the "Fee") to its introducing agent (the "Introducing Agent") for services rendered. The Purchaser shall be responsible for the following expenses: (i) any rating agency costs and expensesexpenses and (ii) any fee payable to the Company's Introducing Agent; provided that such Introducing Agent has an agreement with the Purchaser. The Sellers Purchaser shall not be responsible for any expenses set forth in Section 7 hereof unless otherwise provided therein. The Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 30June 16, 2003 2006, or such later date (not later than October 30July 14, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchaser, or its designee, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York City time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Thacher Proffitt & Maw Wood LLP, 000 Xxxxx XxXxxxx XxxxxxTwo Woxxx Xxxxxxxxx Xxntex, XxxxxxxXew York, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree. 2.4 The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchaser without registration of any of the Preferred Securities, the Junior Subordinated Notes or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. 2.5 Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Twenty Million Dollars ($5,000,00020,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 30March 15, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of MayerXxxxxxxxx & Xxxxxxxxx, Brown, Xxxx & Maw LLPL.L.P., 000 Xxxxx XxXxxxx Xxxxxxxx Xxxxxx, XxxxxxxXxxxx 0000, Xxxxxxxx Xxxxxx, Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty-Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common SecuritiesSecurities and the proceeds from the sale of Preferred Securities purchased by another purchaser, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30October 27, 2003 2006 or such later date (but not later than October 30November 27, 2003 (30 days later)2006) as the parties may designate mutually agree (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx & Maw Xxxxxx LLP, 000 Xxxxx XxXxxxx Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase in the respective amounts set forth by their respective names on the signature page hereto from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Fifty Million Dollars ($5,000,00050,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 15, 2003 2005 or such later date (not later than October 30April 14, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities preferred securities for an aggregate amount equal to $25,000,000 (the “Purchase Price”) equal to Five Million Dollars ($5,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated NotesNotes from the Company. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 30July 27, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate in writing at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, DLA Xxxxx Xxxxxxx Xxxx & Maw Xxxx US LLP, 000 0000 X. Xxxxx XxXxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Xxxxx 00000 or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Thirty Million Dollars ($5,000,00030,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated NotesNotes from the Company. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30December 13, 2003 2005 or such later date (not later than October 30January 13, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Guarantor, the Company and the Trust agree to have have, or cause to have, the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Brown Raysman Millstein Felder & Maw Steiner LLP, 000 Xxxxx XxXxxxx Xxxxxx900 Third Avenue, XxxxxxxNex Xxxk, Xxxxxxxx New Yoxx 00000, or such other xx xxch xxxxx place as the parties hereto shall agreexx xxx xxxxxxx xxxxxx xxxxx xxxxx.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust, the Preferred Securities for an amount (the “Purchase Price”) equal to Thirty Five Million Dollars ($5,000,00035,000,000). The Purchaser shall be responsible for the any rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30April 18, 2003 2006 or such later date (not later than October 30April 21, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. 11:00 A.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw Xxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxxxxxxxxx, Xxxxxxxx XX 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an amount (the “Purchase Price”) equal to Seventy-Five Million Dollars ($5,000,00075,000,000). The ; provided, however, that the Sellers’ obligation to sell the Preferred Securities to the Purchaser shall be responsible for and consummate the rating agency costs transactions contemplated by this Agreement are conditioned on the purchase of additional Preferred Securities of the Trust pursuant to each of the other purchase agreements, dated as of the date hereof, by and expensesamong the Sellers, on the one hand, and the Purchaser named therein, on the other. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (c) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 21, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2007 (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (cd) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Txxxxx Xxxx Bxxxx Raysman & Maw Sxxxxxx LLP, 000 800 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx XX 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common SecuritiesSecurities and the proceeds from the sale of Preferred Securities purchased by another purchaser, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 3029, 2003 2005 or such later date (but not later than October 3023, 2003 (30 days later)2005) as the parties may designate mutually agree (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx & Maw Xxxxxx LLP, 000 Xxxxx XxXxxxx Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust, the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Fifty Million Dollars ($5,000,00050,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30June 17, 2003 2005 or such later date (not later than October 30July 17, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Rowe & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx71 South Wacker Drive, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60606, or such other suxx xther place as the parties hereto shall ax xxx xxxxxxx xxxxxx xxxxx agree.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an aggregate amount (the “Purchase Price”) equal to Five Million Dollars $10,000,000. In connection with the purchase of the Preferred Securities, the Company shall pay no fee to its introducing agent ($5,000,000the “Introducing Agent”) for services rendered (the “Fee”). The Purchaser shall be responsible for the following expenses: (i) any rating agency costs and expenses, and (ii) the Fee payable to the Introducing Agent; provided that the Introducing Agent has an agreement with the Purchaser; but shall not be responsible for any fees and expenses set forth in Section 7 hereof, unless otherwise provided therein. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 3027, 2003 2006, or such later date (not later than October 3027, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchaser, or its designee, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxxx Xxxxxxxx & Xxxx & Maw LLP, 000 Xxxxx XxXxxxx XxxxxxTwo World Financial Center, XxxxxxxNew York, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree. 2.4 The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchaser without registration of any of the Preferred Securities, the Junior Subordinated Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. 2.5 Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Preferred Securities or the Junior Subordinated Notes, as the case may be, will be made only (a) to the issuer thereof, (b) to a person that the transferor reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, or (c) to an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Preferred Securities or the Junior Subordinated Notes, as the case may be, for its own account, or for the account of such an “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and, in the case of (c) above, subject to the right of the Trust and/or the Company, as applicable, to require an opinion of counsel and other information satisfactory to each of them.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust, Fifty Million Dollars ($50,000,000) in aggregate stated liquidation amount of the Preferred Securities for immediately available funds in an amount (the “Purchase Price”) equal to Five Fifty Million Dollars ($5,000,00050,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 3013, 2003 2006 or such later date (not later than October 30September 15, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days Business Days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days Business Days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York City time), on the business day Business Day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Winston & Maw Sxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx30 Xxxx Xxxxxx Xxxxx, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60601, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust, Twenty-Eight Million One Hundred Twenty-Five Thousand Dollars ($28,125,000) in aggregate stated liquidation amount of the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty-Eight Million One Hundred Twenty-Five Million Thousand Dollars ($5,000,00028,125,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 30June 15, 2003 2007 or such later date (not later than October 30July 13, 2003 (30 days later)2007) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days Business Days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days Business Days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York City time), on the business day Business Day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Winston & Maw Xxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx00 Xxxx Xxxxxx Xxxxx, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60601, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Million Dollars ($5,000,000)17,500,000. The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 3026, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust or the Company made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw DLA Piper Rudnick Gray Cary US LLP, 000 Xxxxx XxXxxxx 1221 S. Mopac Expressway, Suite 400, Xxxxxx, Xxxxxxx, Xxxxxxxx Xxxxx 00000, or xx such other place as the parties hereto shall agreeothxx xxxxx xx xxx xxxxxxx xxxxxx xxxxx xxxxx.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an in the amount (the “Purchase Price”) equal to Five Million Dollars an aggregate of $24,000,000. In connection with the purchase of the Preferred Securities, the Company shall pay no fee to its introducing agent ($5,000,000the “Introducing Agent”). The Purchaser shall be responsible for the following expenses: (i) any rating agency costs and expenses, and (ii) any fee payable to the Introducing Agent, provided that the Introducing Agent has an agreement with the Purchaser (the “Fee”); but shall not be responsible for any fees and expenses set forth in Section 7 hereof, unless otherwise provided therein. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) . Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 30July 2, 2003 2007, or such later date (not later than October 30August 2, 2003 (30 days later)2007) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchaser, or its designee, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Company. Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust Sellers agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York City, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York City time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of MayerThaxxxx Xxxxxxxx & Woox XXP, BrownTwo World Financial Center, Xxxx & Maw LLPNew York, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree. The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchaser without registration of any of the Preferred Securities or the Junior Subordinated Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Preferred Securities or the Junior Subordinated Notes, as the case may be, will be made only (a) to the issuer thereof, (b) to a person that the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, or (c) to an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Preferred Securities or the Junior Subordinated Notes, as the case may be, for its own account, or for the account of such an “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and, in the case of (c) above, subject to the right of the Trust and/or the Company, as applicable, to require an opinion of counsel and other information satisfactory to each of them. The Purchaser is purchasing the Preferred Securities in its capacity as a warehouse entity, and the Purchaser may resell the Preferred Securities to a subsequent purchaser (any such purchaser of the Purchaser and, if such purchaser is a warehouse entity, the next subsequent purchaser that is not a warehouse entity, being referred to hereinafter as a “Subsequent Purchaser”). Upon transfer of the Preferred Securities to a Subsequent Purchaser, such Subsequent Purchaser shall be entitled to each of the benefits of this Agreement, subject to the limitations, qualifications, acknowledgments and exceptions contained herein, and shall be entitled to enforce the obligations of the Sellers under this Agreement, as fully as if the Subsequent Purchaser were a party to this Agreement.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty-Eight Million One Hundred Twenty-Five Million Thousand Dollars ($5,000,00028,125,000). The ; provided, however, that the Sellers’ obligation to sell the Preferred Securities to the Purchaser shall be responsible for and consummate the rating agency costs transactions contemplated by this Agreement are conditioned on the purchase of additional Preferred Securities of the Trust pursuant to each of the other purchase agreements, dated as of the date hereof, by and expensesamong the Sellers, on the one hand, and the Purchaser named therein, on the other. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 21, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2007 (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Txxxxx Xxxx Bxxxx Raysman & Maw Sxxxxxx LLP, 000 800 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx XX 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “Purchase Price”) equal to Five Twenty Million Dollars ($5,000,00020,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common SecuritiesSecurities and the proceeds from the sale of Preferred Securities purchased by another purchaser, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30October 27, 2003 2006 or such later date (but not later than October 30November 27, 2003 (30 days later)2006) as the parties may designate mutually agree (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx & Maw Xxxxxx LLP, 000 Xxxxx XxXxxxx Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Twenty Million Dollars ($5,000,00020,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 3016, 2003 2005 or such later date (not later than October 3016, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Rowe & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx71 South Wacker, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60606, or such other place othxx xlace as the parties hereto shall xxxxxxx xxxxxx xxxxx agree.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the PurchaserPurchasers, and the Purchaser agrees Purchasers agree to purchase from the Sellers Sellers, the Preferred Securities for an aggregate amount (the “"Purchase Price”") equal to Five Million Dollars $25,000,000, as set forth in Schedule I hereto. In connection with the purchase of the Preferred Securities, the Company shall pay no fee to its introducing agent ($5,000,000the "Introducing Agent"). The Purchaser Purchasers shall be responsible for the following expenses: (i) any rating agency costs and expenses, and (ii) any fee payable to the Introducing Agent, provided that the Introducing Agent has an agreement with the Purchasers (the "Fee"); but shall not be responsible for any fees and expenses set forth in Section 7 hereof, unless otherwise provided therein. The Sellers Trust shall use the --------- Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 30February 23, 2003 2007, or such later date (not later than October 30March 23, 2003 (30 days later)2007) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchasers, or their designees, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser Purchasers shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser Purchasers in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxxx Xxxxxxxx & Xxxx & Maw LLP, 000 Xxxxx XxXxxxx XxxxxxTwo World Financial Center, XxxxxxxNew York, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree. 2.4 The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchasers without registration of any of the Preferred Securities, the Junior Subordinated Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchasers have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. 2.5 Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Preferred Securities or the Junior Subordinated Notes, as the case may be, will be made only (a) to the issuer thereof, (b) to a person that the transferor reasonably believe is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, or (c) to an institutional "accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Preferred Securities or the Junior Subordinated Notes, as the case may be, for its own account, or for the account of such an "accredited investor," for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and, in the case of (c) above, subject to the right of the Trust and/or the Company, as applicable, to require an opinion of counsel and other information satisfactory to each of them.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an aggregate amount (the “Purchase Price”) equal to Five Million Dollars $7,000,000. In connection with the purchase of the Preferred Securities, the Company shall pay no fee to its introducing agent ($5,000,000the “Introducing Agent”) for services rendered (the “Fee”). The Purchaser shall be responsible for the following expenses: (i) any rating agency costs and expenses, and (ii) the Fee payable to the Introducing Agent; provided that the Introducing Agent has an agreement with the Purchaser; but shall not be responsible for any fees and expenses set forth in Section 7 hereof, unless otherwise provided therein. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 3027, 2003 2006, or such later date (not later than October 3027, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchaser, or its designee, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxxx Xxxxxxxx & Xxxx & Maw LLP, 000 Xxxxx XxXxxxx XxxxxxTwo World Financial Center, XxxxxxxNew York, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree. 2.4 The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchaser without registration of any of the Preferred Securities, the Junior Subordinated Notes under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. 2.5 Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Preferred Securities or the Junior Subordinated Notes, as the case may be, will be made only (a) to the issuer thereof, (b) to a person that the transferor reasonably believe is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, or (c) to an institutional “accredited investor” within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Preferred Securities or the Junior Subordinated Notes, as the case may be, for its own account, or for the account of such an “accredited investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and, in the case of (c) above, subject to the right of the Trust and/or the Company, as applicable, to require an opinion of counsel and other information satisfactory to each of them.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Forty Million Dollars ($5,000,00040,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time)time on November 29, on September 30, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2005 (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, DLA Xxxxx Xxxxxxx Xxxx & Maw Xxxx US LLP, 000 0000 X. Xxxxx XxXxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, Xxxxxxxx Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Fifty Million Dollars ($5,000,00050,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 30June 28, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Xxxxxxxxx & Maw Xxxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxxxx Xxxxxx, XxxxxxxXxxxx 0000, Xxxxxxxx Xxxxxx, Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers Trust agree to sell to the Purchaser, and the Purchaser agrees to purchase in the respective amounts set forth by their respective names on the signature page hereto from the Sellers Trust, the Preferred Securities for an amount (the “Purchase Price”) equal to Five Fifty Million Dollars ($5,000,00050,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 15, 2003 2005 or such later date (not later than October 30April 14, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Million Dollars ($5,000,000)17,500,000. The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 3026, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust or the Company made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw DLA Piper Rudnick Gray Cary US LLP, 000 Xxxxx XxXxxxx 1221 S. Mopac Expressway, Suite 400, Xxxxxx, Xxxxxxx, Xxxxxxxx Xxxxx 00000, or xx such other place as the parties hereto shall agreeothxx xxxxx xx xxx xxxxxxx xxxxxx xxxxx xxxxx.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Ten Million Dollars ($5,000,00010,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Seventeen Million Dollars ($5,000,00017,000,000) less an amount equal to three percent (3%) thereof (the "Discount"). In view of the fact that the proceeds of the sale of the Preferred Securities and the Common Securities will be used to purchase the Junior Subordinated Notes of the Company, the Discount will be netted from the payment made by the Purchaser to the Trust for the sale of the Preferred Securities and will be netted by the Trust from the amount paid to the Company for the sale of the Junior Subordinated Notes. The Purchaser shall be responsible for the following expenses: (i) rating agency costs and expensesexpenses and (ii) any fee payable to the Company's introducing agent, Friedman, Billings, Xxxxxx Group, Inc.; but excluding the fees and expenses set forth in Section 7 hereof. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30November 14, 2003 2002 or such later date (not later than October 30December 14, 2003 2002 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLPMaw, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Million Dollars ($5,000,000)17,500,000. The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 3026, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust or the Company made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, DLA Xxxxx Xxxxxxx Xxxx & Maw Xxxx US LLP, 000 0000 X. Xxxxx XxXxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, Xxxxxxxx Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust, the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Fifty Million Dollars ($5,000,00050,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated NotesNotes from the Company. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30May 13, 2003 2005 or such later date (not later than October 30June 13, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have have, or cause to have, the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Rowe & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx190 South LaSalle Street, XxxxxxxChicago, Xxxxxxxx 00000Illinois 60603, or such ox xxch other place as the parties hereto shall agreeplaxx xx xxx xxxxxxx xxxxxx xxxxx xxxxx.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Million Dollars $20,000,000 less the 1.25% Discount ($5,000,000the “Discount”). In view of the fact that the proceeds of the sale of the Preferred Securities and the Common Securities will be used to purchase the Junior Subordinated Notes of the Company, the Discount will be netted from the payment made by the Purchaser to the Trust for the sale of the Preferred Securities and will be netted by the Trust from the amount paid to the Company for the sale of the Junior Subordinated Notes. The Purchaser shall be responsible for the following expenses: (i) rating agency costs and expensesexpenses and (ii) any fee payable to the Company’s introducing agent; provided, that such introducing agent has an agreement with the Purchaser, but excluding the fees and expenses set forth in Section 7 hereof. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30June 18, 2003 2003, or such later date (not later than October 30July 18, 2003 (30 days later)2003) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of MayerXxxxxxx Xxxxxxxx & Xxxx, Brown, 00 Xxxx & Maw LLP, 000 Xxxxx XxXxxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Twenty Six Million Two Hundred Fifty Thousand Dollars ($5,000,00026,250,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 15, 2003 2005 or such later date (not later than October 30April 14, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Rxxx & Maw LLP, 000 100 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Twenty Six Million Two Hundred Fifty Thousand Dollars ($5,000,00026,250,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 30March 15, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of MayerXxxxxxxxx & Xxxxxxxxx, Brown, Xxxx & Maw LLPL.L.P., 000 Xxxxx XxXxxxx Xxxxxxxx Xxxxxx, XxxxxxxXxxxx 0000, Xxxxxxxx Xxxxxx, Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase in the respective amounts set forth by their respective names on the signature page hereto from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Thirty Six Million Two Hundred Fifty Thousand Dollars ($5,000,00036,250,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 15, 2003 2005 or such later date (not later than October 30April 14, 2003 (30 days later)2005) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Twenty-Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Daylight time (11:00 A.M. New York time), on September 30May 13, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Daylight time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Xxxxxxxxx & Maw Xxxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxxxx Xxxxxx, XxxxxxxXxxxx 0000, Xxxxxxxx Xxxxxx, Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Twenty Million Dollars ($5,000,00020,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. A.M., New York City time), on September 30March 15, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York City time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of MayerXxxxxxxxx & Xxxxxxxxx, Brown, Xxxx & Maw LLPL.L.P., 000 Xxxxx XxXxxxx Xxxxxxxx Xxxxxx, XxxxxxxXxxxx 0000, Xxxxxxxx Xxxxxx, Xxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an aggregate amount (the “"Purchase Price”") equal to Five Million Dollars $12,000,000. In connection with the purchase of the Preferred Securities, the Company shall pay no fee to its introducing agent ($5,000,000the "Introducing Agent") for services rendered (the "Fee"). The Purchaser shall be responsible for the following expenses: (i) any rating agency costs and expenses, and (ii) the Fee payable to the Introducing Agent; provided that the Introducing Agent has an agreement with the Purchaser; but shall not be responsible for any fees and expenses set forth in Section 7 hereof, unless otherwise provided therein. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York City time), on September 3027, 2003 2006, or such later date (not later than October 3027, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The On the Closing Date, the Preferred Securities shall be transferred and delivered to the Purchaser Purchaser, or its designee, against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Thacher Proffitt & Maw Wood LLP, 000 Xxxxx XxXxxxx XxxxxxTwo World Financial Center, XxxxxxxNew York, Xxxxxxxx Xxx Xxxx 00000, or such xxxx other place as the parties hereto shall agree. 2.4 The Preferred Securities shall be sold by the Trust, directly or indirectly, to the Purchaser without registration of any of the Preferred Securities, the Junior Subordinated Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Sellers and the Purchaser have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations. 2.5 Upon original issuance thereof, the Preferred Securities and Junior Subordinated Notes certificates shall each contain a legend as required pursuant to any of the Operative Documents, including without limitation, a legend stating that the offer, sale or transfer of the Preferred Securities or the Junior Subordinated Notes, as the case may be, will be made only (a) to the issuer thereof, (b) to a person that the transferor reasonably believe is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, or (c) to an institutional "accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Preferred Securities or the Junior Subordinated Notes, as the case may be, for its own account, or for the account of such an "accredited investor," for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and, in the case of (c) above, subject to the right of the Trust and/or the Company, as applicable, to require an opinion of counsel and other information satisfactory to each of them.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an aggregate amount (the “Purchase Price”) equal to Seventy-Five Million Dollars ($5,000,00075,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30December 12, 2003 2006 or such later date (not later than October 30January 10, 2003 (30 days later)2007) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx Xxxxx Raysman & Maw Xxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Million Dollars ($5,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time)time on May 31, on September 30, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2006 (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Maw Xxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common SecuritiesSecurities and the proceeds from the sale of Preferred Securities purchased by another purchaser, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 3029, 2003 2005 or such later date (but not later than October 3023, 2003 (30 days later)2005) as the parties may designate mutually agree (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Kxxxxx Xxxx & Maw Wxxxxx LLP, 000 Xxxxx XxXxxxx 100 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) 2.1 The Sellers agree to sell to the PurchaserPurchasers, and the Purchaser agrees Purchasers severally agree to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Million Dollars $50,000,000. In connection with the sale of the Preferred Securities, the Company hereby agrees to pay an aggregate fee of $750,000 ($5,000,000the "Closing Fee") as detailed in the Memorandum of Flow of Funds, dated March 24, 2006, by and among Windrose Medical Properties, L.P., Windrose Capital Trust I and Wilmington Trust Company (the "Flow of Funds Memo"). Although the proceeds of the sale of the Preferred Securities and the Common Securities will be used by the Trust to purchase the Junior Subordinated Notes of the Company, Sellers hereby agree for administrative purposes that the Closing Fee will be netted in part from the payment made by the Purchasers to the Trust for the sale of the Preferred Securities and will be netted in part by the Trust from the amount paid to the Company for the sale of the Junior Subordinated Notes with the remainder of the Closing Fee paid to the introducing agent as more fully set forth in the Flow of Funds Memo. The Purchaser Purchasers shall be responsible for the any and all rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notesif applicable. (b) 2.2 Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 24, 2003 2006, or such later date (not later than October 30April 21, 2003 (30 days later)2006) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser Purchasers against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing DateCompany. (c) 2.3 Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser Purchasers shall designate at least two business days in advance of on the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser Purchasers in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxxx Xxxxxxxx & Xxxx & Maw LLP, 000 Xxxxx XxXxxxx XxxxxxTwo World Financial Center, XxxxxxxNew York, Xxxxxxxx 00000New York 10281, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an aggregate amount (the “Purchase Price”) equal to Twenty-Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30December 12, 2003 2006 or such later date (not later than October 30January 10, 2003 (30 days later)2007) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx Xxxxx Raysman & Maw Xxxxxxx LLP, 000 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000, Xxx Xxxx 00000 or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “Purchase Price”) equal to Five Million Dollars $20,000,000 less the 3.0% Discount ($5,000,000the “Discount”). In view of the fact that the proceeds of the sale of the Preferred Securities and the Common Securities will be used to purchase the Junior Subordinated Notes of the Company, the Discount will be netted from the payment made by the Purchaser to the Trust for the sale of the Preferred Securities and will be netted by the Trust from the amount paid to the Company for the sale of the Junior Subordinated Notes. The Purchaser shall be responsible for the following expenses: (i) rating agency costs and expensesexpenses and (ii) any fee payable to the Company’s introducing agent; provided, that such introducing agent has an agreement with the Purchaser, but excluding the fees and expenses set forth in Section 7 hereof. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 31, 2003 2003, or such later date (not later than October 30May 1, 2003 (30 days later)2003) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of MayerTxxxxxx Xxxxxxxx & Wxxx, Brown, 10 Xxxx & Maw LLP, 000 Xxxxx XxXxxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Sellers, the Preferred Securities for an amount (the “Purchase Price”) equal to Ninety-Six Million Eight Hundred Seventy-Five Million Thousand Dollars ($5,000,00096,875,000). The ; provided, however, that the Sellers’ obligation to sell the Preferred Securities to the Purchaser shall be responsible for and consummate the rating agency costs transactions contemplated by this Agreement are conditioned on the purchase of additional Preferred Securities of the Trust pursuant to each of the other purchase agreements, dated as of the date hereof, by and expensesamong the Sellers, on the one hand, and the Purchaser named therein, on the other. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30March 21, 2003 or such later date (not later than October 30, 2003 (30 days later)) as the parties may designate 2007 (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Txxxxx Xxxx Bxxxx Raysman & Maw Sxxxxxx LLP, 000 800 Xxxxx XxXxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx XX 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers Trust the Preferred Securities for an amount (the “Purchase Price”) equal to Twenty-Five Million Dollars ($5,000,00025,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common SecuritiesSecurities and the proceeds from the sale of Preferred Securities purchased by another purchaser, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30August 2, 2003 2006 or such later date (but not later than October 30September 2, 2003 (30 days later)2006) as the parties may designate mutually agree (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers Trust made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in ChicagoNew York, IllinoisNew York, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), time on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxxxx Xxxx & Maw Xxxxxx LLP, 000 Xxxxx XxXxxxx Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities preferred securities for an aggregate amount equal to $15,000,000 (the “Purchase Price”) equal to Five Million Dollars ($5,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers Trust shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated NotesNotes from the Company. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 11:00 A.M. Chicago Eastern Standard time (11:00 A.M. New York time), on September 30July 27, 2003 or such later date (not later than October 302005, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “Closing Date”). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate in writing at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 2:00 P.M., Chicago time (2:00 P.M. New York Eastern Standard time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, DLA Xxxxx Xxxxxxx Xxxx & Maw Xxxx US LLP, 000 0000 X. Xxxxx XxXxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Xxxxx 00000 or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Ten Million Dollars ($5,000,00010,000,000). The Purchaser shall be responsible for the rating agency costs and expenses. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30November 6, 2003 or such later date (not later than October 30December 6, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx & Maw LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the parties hereto shall agree.

Purchase and Sale of the Preferred Securities. (a) The Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers the Preferred Securities for an amount (the “"Purchase Price”") equal to Five Seven Million Dollars ($5,000,0007,000,000) less an amount equal to three percent (3%) thereof (the "Discount"). In view of the fact that the proceeds of the sale of the Preferred Securities and the Common Securities will be used to purchase the Junior Subordinated Notes of the Company, the Discount will be netted from the payment made by the Purchaser to the Trust for the sale of the Preferred Securities and will be netted by the Trust from the amount paid to the Company for the sale of the Junior Subordinated Notes. The Purchaser shall be responsible for the following expenses: (i) rating agency costs and expensesexpenses and (ii) any fee payable to the Company's introducing agent; provided, that such introducing agent has an agreement with the Purchaser, but excluding the fees and expenses set forth in Section 7 hereof. The Sellers shall use the Purchase Price, together with the proceeds from the sale of the Common Securities, to purchase the Junior Subordinated Notes. (b) Delivery or transfer of, and payment for, the Preferred Securities shall be made at 10:00 A.M. Chicago time (11:00 A.M. New York time), on September 30December 16, 2003 2002 or such later date (not later than October 30January 16, 2003 (30 days later)) as the parties may designate (such date and time of delivery and payment for the Preferred Securities being herein called the “"Closing Date”"). The Preferred Securities shall be transferred and delivered to the Purchaser against the payment of the Purchase Price to the Sellers made by wire transfer in immediately available funds on the Closing Date to a U.S. account designated in writing by the Company at least two business days prior to the Closing Date. (c) Delivery of the Preferred Securities shall be made at such location, and in such names and denominations, as the Purchaser shall designate at least two business days in advance of the Closing Date. The Company and the Trust agree to have the Preferred Securities available for inspection and checking by the Purchaser in Chicago, Illinois, not later than 1:00 P.M., Chicago time (2:00 P.M. New York time), on the business day prior to the Closing Date. The closing for the purchase and sale of the Preferred Securities shall occur at the offices of Mayer, Brown, Xxxx Rowe & Maw LLPMaw, 000 Xxxxx XxXxxxx Xxxxxx190 South LaSalle Sxxxxt, XxxxxxxChicagx, Xxxxxxxx 00000, or such other place as the parties xx xxxx xxxxx xxxxx xx xxx xxxxxes hereto shall agree.