Common use of Purchase, Sale and Delivery of the Notes Clause in Contracts

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the Notes at 98.392a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York time, on January 23October 16, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. BT Alex. Xxxxx in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Xxxxx may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Company the principal amount of Notes in the respective amounts set forth opposite its name on Schedule 1 hereto from the Company at 98.39297.0000% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23November 26, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or Purchaser at such other place as Deutsche Bank Securities Inc. may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, $150,000,000 aggregate principal amount of Notes and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Notes at 98.392a purchase price equal to 97.757% of their the principal amountamount of the Notes. One or more certificates Certificates in definitive form as instructed by the Initial Purchasers for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchasers for the account of each Initial Purchaser, against payment by or on behalf of the such Initial Purchasers Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Company shall specify prior “Wired Funds”) to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23March 7, 20042007, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for each of the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, York of Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39298.325% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at xt 10:00 A.M., New York time, on January 23March 30, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank X.X. Xxxxxx Securities Inc. in New York, New York, or at such other place as Deutsche Bank X.X. Xxxxxx Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 1, hereto from the Company Com- pany at 98.39258.84% of their principal amountamount at maturity of the Senior Discount Notes. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23February 20, 20041998, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, NB Acquisition agrees to cause the Company agrees Issuers, and as of the Closing Date, the Issuers, jointly and severally, agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.39297.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23August 6, 20042003, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers$120,000,000 aggregate principal amount of Notes, and the Initial PurchasersPurchaser, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes at 98.392a purchase price equal to 100.50% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form for the Notes that or global form, as instructed by the Initial Purchasers have agreed to purchase hereunderPurchaser has, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser for the account of the Initial Purchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLPRxxxxxx LLP (“Counsel for the Initial Purchaser”), 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on January 23April 2, 20042007, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, at 98.39298.878% of their principal amountamount plus accrued interest from March 1, 1997. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Cravath, Swaine & Xxxxx, Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York time, on January 23March 10, 20041997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Bear, Xxxxxxx & Co. Inc. in New York, New York, or at such other place as Deutsche Bank Securities Bear, Xxxxxxx & Co. Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to $220,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase from the Issuers the principal amount of Notes in the respective amounts set forth on opposite the name of such Initial Purchaser in Schedule 1 I hereto from the Company at 98.392a purchase price equal to 96.323% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateIssuers. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on January 23December 17, 20042009, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Issuers may mutually agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 5:00 P.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39299.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel llp, 00 Xxxx Xxxxxx80 Pine Street, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.New York, New York timeat 9:00 X.X., Xxx Xork xxxx, on January 23May 00, 20040000, or at such other placexx xx xxxx xxxxx xxxxx, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $350,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at the respective amounts purchase price set forth on Schedule 1 III hereto from (the Company at 98.392% of their principal amount“Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Kxxxxxxx & Xxxxxxx LLPExxxx LLP (“Counsel for the Issuer”), 00 100 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on January 23March 16, 20042007, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392106.5% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York time, on January 23August 5, 20042003, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date."

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39298.000% of their principal amount. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the Initial PurchasersRepresentatives, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 2328, 20042011, or at such other place, time or date as the Initial PurchasersRepresentatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Representatives at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $125,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 98.392a purchase price equal to 97.0% of their the principal amountamount thereof (the "Purchase Price"), plus accrued interest, if any, from November 16, 2004 to the Closing Date (as defined below). One or more certificates for the Notes in definitive form for or global form, as instructed by the Notes Representatives that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 48 hours not later than one full business day prior to the Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Mayer, Brown, Rxxx & Xxxxxxx LLPMaw ("Counsel for the Initial Purchasers"), 00 Xxxx 100 Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx, 00000 at 10:00 A.M., New York Chicago time, on January 23Tuesday, November 16, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the Chicago, Illinois offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours Chicago time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $350,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 98.392a purchase price equal to 97.777% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx XxxxxxXx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on January 23May 10, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the New York City, New York offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39299.306% of their principal amountamount plus accrued interest from April 11, 2006 to the Closing Date, less the Initial Purchaser's fee of (euro)6,454,890. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP, 00 Xxxx XxxxxxAxxxxxxxx House, Xxx Xxxx6A Austin Friars, Xxx Xxxx London, England EC2N 2HA at 10:00 A.M., New York London time, on January 23April 11, 20042006, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392107% of their principal amountamount plus accrued interest from and including July 1, 2004, less the Initial Purchaser's fee of euro 1,444,500.00. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel LLX, 00 Xxxx Xxxxxxxxx Hoxxx, 0A Austix Xxxxxx, Xxx XxxxLondon, Xxx Xxxx England EC2N 2HA at 10:00 A.M., New York London time, on January 23November 26, 2004, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial PurchasersPurchasers agree to purchase, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.39297.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery Delivery of and payment the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23May 5, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Initial Purchaser agrees to issue and sell to purchase from the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase Issuer all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392a purchase price equal to 100.00% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours Issuer not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company Issuer to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DatePurchaser. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City time, on January 23July 5, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree uponupon in writing, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company Issuer will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours NY offices of counsel for the Issuer not later than the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the Notes at 98.39297% of their principal amountamounts, in the respective principal amounts set forth opposite its name on Schedule 2 hereto. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 thirty-six (36) hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchasers on the Closing Date, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The Notes will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company or its designated custodian. For purposes of Rule 15c6- 1 under the Exchange Act, the Closing Date shall be the date for payment of funds and delivery of securities for all the Notes sold pursuant to the offering of the Notes. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Winston & Xxxxxxx LLPXxxxxx, 00 Xxxx XxxxxxXxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx Illinois, at 10:00 A.M., New York Chicago time, on January 23July 31, 20041998, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. Winston & Xxxxxx in New YorkChicago, New YorkIllinois, or at such other place as Deutsche Bank Securities Inc. BancAmerica Xxxxxxxxx Xxxxxxxx may designate, at least 24 twenty-four (24) hours prior to the Closing Date. The Company hereby agrees to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Notes.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserssell, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, the aggregate principal amount of Notes at 98.392a purchase price equal to 97.000% of their the principal amountamount thereof. One or more certificates in definitive form or global form, as instructed by the Initial Purchaser, for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser for the account of the Initial Purchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same in same-day funds), to such account or accounts as the Company shall specify prior funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on January 23August 12, 20042003, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the New York offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Shearman & Sterling LLP ("Counsel for the Initial Purchaser") at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, at 98.39297.386% of their principal amount, the aggregate principal amount of the Notes set forth on the signature page hereof with respect to each Initial Purchaser. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer payable in immediately available (same day day) funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on January 23March 16, 20041999, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork of Xxxxxxx, Sachs & Co., or at such other place as Deutsche Bank Securities Inc. Xxxxxxx, Xxxxx & Co. may designate, designate at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39299.135% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxxxx LLP at 10:00 9:00 A.M., New York time, on January 23May 9, 20042012, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New YorkThe Depository Trust Company (DTC) or its designated custodian, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Finance agrees to issue and sell to $190,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from Finance the principal amount of Notes in the respective amounts set forth on opposite the name of such Initial Purchaser in Schedule 1 I hereto from the Company at 98.392a purchase price equal to 95.897% of their the principal amountamount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 hours Finance not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of Finance to the Company Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateaccount of Finance. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx LLPXxxxx LLP ("Counsel for the Company"), 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York City time, on January 23September 21, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Finance may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.the

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $400,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 98.392a purchase price equal to 97.68125% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx LLPSterling LLP (“Counsel for the Initial Purchasers”), 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on January 23December 28, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser agrees severally, acting severally and but not jointly, agree to purchase from the Company, the principal amount of Notes in the respective amounts set forth opposite such Initial Purchaser's name on Schedule 1 I hereto from the Company at 98.39299.448% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York time, on January 2321, 20041998, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank BT Securities Inc. Corporation in New York, New York, or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392100% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel, 00 Xxxx Xxxxxx80 Pine Street, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.New York, New York timeat 10:00 X.X., on January 23Xxx Xork xxxx, 2004xn Jxxx 00, or at such other place0000, xx xx xxxx xxxxx xxxce, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 98.39299.239% of their principal amount. One The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in definitive book-entry form for which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes that the Initial Purchasers have agreed to purchase hereunder, and shall be in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23November 13, 20042013, or at such other place, time or date as the Initial PurchasersRepresentatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates for representing the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39257.13% of their principal amountamount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23February 4, 2004, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the its offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriters and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 98.392% purchase price set forth opposite the name of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York00000 ("Underwriters' Counsel"), or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company all of the Notes at 98.392100.037% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx White & Xxxxxxx Case LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23June 18, 20041998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or Purchaser at such other place as Deutsche Bank Securities Inc. may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Sunshine agrees to issue and sell to $205,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from Sunshine the principal amount of Notes in the respective amounts set forth on opposite the name of such Initial Purchaser in Schedule 1 I hereto from the Company at 98.392a purchase price equal to 97.75% of their the principal amountamount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Representative, for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 hours Sunshine not later than two full business days prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company Sunshine to the Representative for the respective accounts of the Initial Purchasers, Purchasers against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateaccount of Sunshine. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP ("Counsel for the Company"), 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York City time, on January November 23, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Sunshine may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Company " Sunshine will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Company not later than 9:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule SCHEDULE 1 hereto from the Company at 98.39297.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23November 25, 20041996, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank BT Securities Inc. Corporation in New York, New York, or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, at least 24 hours prior to the Closing Date. The Company shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $700,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 98.392a purchase price equal to 98.25% of their the principal amountamount thereof plus accrued interest, if any, from August 27, 2012 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Issuer”), 00 Xxxx 0000 Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002 at 10:00 A.M., New York City time, on January 23August 27, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23October 29, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company ------------ will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New YorkFirst Union Capital Markets Corp., or at such other place as Deutsche Bank Securities Inc. First Union Capital Markets Corp. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $200,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at the respective amounts purchase price set forth on Schedule 1 III hereto from (the Company at 98.392% of their principal amount“Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxx LLP (“Counsel for the Issuer”), 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on January 23June 29, 20042009, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392a price equal to 97.599% of their principal amount, plus accrued interest, if any, from October 7, 2020 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company of at least 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on January 23October 9, 2004, 2020 or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. in New YorkSkadden, New YorkArps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $360,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 98.392a purchase price equal to 98.25% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx XxxxxxXx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on January 23April 30, 20042015, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the New York City, New York offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39299.25% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23March 12, 2004, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Xxxxxx Brothers Inc. in New York, New York, or at such other place as Deutsche Bank Securities Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions condi- tions herein set forth, the Company CAF agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Company, the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company CAF at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company CAF to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company CAF shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23February 6, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the CompanyCAF, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Company " CAF will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank BT Securities Inc. Corporation in New York, New York, or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company the Notes in the respective amounts set forth on in Schedule 1 I hereto from the Company at 98.39298.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Kirkxxxx & Xxxxxxx LLPXllix, 00 000 Xxxx XxxxxxXxxxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx Illinois 60601, at 10:00 9:00 A.M., New York Chicago time, on January 23June 12, 20041997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank BT Securities Inc. Corporation in New York, New York, or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers$315,000,000 aggregate principal amount of Senior Notes and $100,000,000 aggregate principal amount of Senior Subordinated Notes, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Notes at 98.392a purchase price equal to, respectively, 98.00% of their the principal amountamount of the Senior Notes, and 87.75% of the principal amount of the Senior Subordinated Notes in such amounts as set forth in Schedule I hereto. One or more certificates Certificates in definitive form as instructed by the Initial Purchasers for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchasers for the account of each Initial Purchaser, against payment by or on behalf of the such Initial Purchasers Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Company shall specify prior “Wired Funds”) to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23May 13, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for each of the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, York of Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39297.75% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLPRxxxxxx llp, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23October15, 20042009, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchaserseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Company, the principal amount of the Notes in the respective amounts set forth on opposite the name of such Underwriter in Schedule 1 I hereto from (plus any additional principal amount of the Company Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 98.392a purchase price of 99.298% of their the principal amountamount thereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., 9:00 a.m. New York time, on January 23March 31, 2004, 2022 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39299.25% of their principal amountamount plus accrued interest since March 12, 2004. One or more certificates in definitive global form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23May 10, 2004, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Xxxxxx Brothers Inc. in New York, New York, or at such other place as Deutsche Bank Securities Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriters and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 98.392% purchase price set forth opposite the name of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the 00000 (“Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkUnderwriters’ Counsel”), or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by the Representative and the Company, at least 24 hours 9:30 a.m., New York City time, on September 23, 2011 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depositary Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date. (d) Each of the Company and each Guarantor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the Offering (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigations and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.00% of their principal amount. One or more certificates in definitive form for the Firm Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Notes and Optional Notes (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date) shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23May 21, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (b) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to $30,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time and from time to time upon notice by Deutsche Bank Securities Inc. to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” herein shall refer to the time and date of delivery of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called a “Subsequent Closing Date” and shall be determined by Deutsche Bank Securities Inc. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 10 business days after the date of such notice. If any Optional Notes are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Optional Notes (subject to such adjustments to eliminate fractional amount as Deutsche Bank Securities Inc. may determine) that bears the same proportion to the total principal amount of Optional Notes to be purchased as the principal amount of Firm Notes set forth on Schedule 1 opposite the name of such Initial Purchaser bears to the total principal amount of Firm Notes. If the option provided for in this Section 3(b) hereof is exercised after the first business day immediately preceding the Closing Date, the Company will deliver the Optional Notes (at the expense of the Company) to Deutsche Bank Securities Inc. on the date specified by Deutsche Bank Securities Inc. (which shall be within three business days after exercise of said option) for the respective accounts of the several Initial Purchasers, against payment by the several Initial Purchasers through Deutsche Bank Securities Inc. of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. If settlement for the Optional Notes occurs after the Closing Date, the Company will deliver to Deutsche Bank Securities Inc. on the settlement date for the Optional Notes, and the obligation of the Initial Purchasers to purchase the Optional Notes shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriters and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 98.392% purchase price set forth opposite the name of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of Xxxxxx Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP, 00 Xxxx 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the 00000 (“Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkUnderwriters’ Counsel”), or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by you and the Company, at 10:00 a.m., New York City time, on July 17, 2006 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (d) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of, and the interest rate on, the Notes) were negotiated at arm’s length between sophisticated parties represented by counsel, (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. Nothing in this Agreement shall limit any duty any Underwriter may have in any other capacity.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties, warranties and agreements and covenants set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Initial Purchasersagrees, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company, the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 96.75% of the principal amount thereof plus accrued interest, if any, from August 14, 2020. (b) The Company understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the respective amounts judgment of the Representatives is advisable, and initially to offer the Notes on the terms set forth on Schedule 1 hereto from in the Prospectus. The Company at 98.392% acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of their principal amount. One an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or more certificates in definitive form through any Underwriter. (c) Payment for and delivery of the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall will be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 000 Xxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000 at 10:00 A.M.a.m., New York City time, on January 23August 14, 20042020, or at such other place, time or date place on the same or such other date, not later than the fifth business day thereafter, as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such upon in writing. The time and date of such payment and delivery against payment being herein is referred to herein as the “Closing Date.” The Company will make such certificate or certificates ” (d) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global Note will be made available for checking and packaging inspection by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkRepresentatives not later than 1:00 p.m., New YorkYork City time, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 I hereto from the Company at 98.392a purchase price of 95.945% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, or the Trustee as custodian for the Depository Trust Company, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 000 Xxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx at 10:00 A.M., New York Central time, on January 23July 6, 20042015, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchaserseach Underwriter, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 98.392a purchase price of 99.090% of their the principal amountamount thereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., a.m. New York time, on January 23June 28, 2004, 2021 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.25% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York time, on January 23February 7, 20042003, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.D."

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39297.26125% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPllp, 00 Xxxx 80 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at xx 10:00 A.M., New York time, on January 23March 9, 20042010, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as Deutsche Bank Securities Xxxxxxxxx & Company, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39298.156% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23March 9, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Xxxxxx Brothers Inc. in New York, New York, or at such other place as Deutsche Bank Securities Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company LNR agrees to issue and sell to the Initial Purchasers, and each of the Initial PurchasersPurchasers agrees severally, acting severally and but not jointly, agree to purchase from LNR, the Notes in the respective amounts set forth opposite such Initial Purchaser's name on Schedule 1 hereto from the Company I hereto, at 98.39297.059% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company LNR at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company LNR to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Company LNR shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Willxxx Xxxx & Xxxxxxx LLPXallxxxxx, 00 Xxe Citicorp Center, 153 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 00000, xx 10:00 A.M., New York time, on January 23March 24, 20041998, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, LNR may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Company " LNR will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. BT Alex. Xrowx Xxxorporated in New York, New York, York or at such other place as Deutsche Bank Securities Inc. the Initial Purchasers may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.39299.25% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Initial Purchasers request upon notice to the Company Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Trustee, as custodian for the Depository Trust Company (“DTC”), and the Notes in book-entry form shall be delivered to the Initial PurchasersPurchasers through the facilities of DTC, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P., 00 Xxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas at 10:00 A.M., New York 9:00 A.M. Houston time, on January 2330, 20042015, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, Purchasers agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, the Firm Notes at 98.392a purchase price of 97.0% of their the principal amount. One or more certificates in definitive form for amount thereof, plus accrued interest, if any, from November 22, 2002. (b) The Company will deliver the Firm Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor in immediately available funds by wire transfer to an account designated by the Company (same day funds), to such account or accounts as provided that the Company shall specify give at least two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer) prior to the Closing Date10:00 a.m., New York City time, on November 22, 2002, or at such other time and date as may be agreed upon by such means as the parties hereto shall agree prior Company and Bear, Xxxxxxx & Co. Inc., on behalf of the Initial Purchasers. Delivery of the documents required by Section 9 hereof with respect to the Closing Date. Such delivery of and payment for the Notes shall be made at such time and date at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLPXxxxxxxx, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 200400000, or at such other placelocation as may be agreed upon by the Company and Bear, time or date as Xxxxxxx & Co. Inc., on behalf of the Initial Purchasers. For purposes of this Agreement, "Closing Date" shall mean the hour and date of such delivery and payment. (c) In addition, on the one handbasis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers to purchase up to $15,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Initial Purchasers to the Company, on which notice may be given at any time within 30 days from the other handdate of this Agreement, only for the purpose of covering over-allotments which may agree uponbe made in connection with the offering and distribution of the Firm Notes. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term "Closing Date" shall refer to the time and date of delivery against payment being herein referred of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date" and shall be determined by the Initial Purchasers. Such date may be the same as the “Closing Date but not earlier than the Closing Date.” . The Company will make such certificate deliver the Optional Notes on the Closing Date or certificates for the Notes available for checking and packaging Additional Closing Date, as the case may be, against payment by the Initial Purchasers at of the offices purchase price therefor in immediately available funds by wire transfer to the account designated by the Company. If any Optional Notes are to be purchased, each Initial Purchaser agrees to purchase the principal amount of Deutsche Bank Securities Optional Notes (subject to such adjustments to eliminate fractional amounts as Bear, Xxxxxxx & Co. Inc. in its sole discretion shall determine) that bears the same proportion to the total principal amount of Optional Notes to be purchased as the principal amount of Firm Notes set forth on Schedule 1 opposite the name of such Initial Purchaser bears to the total principal amount of Firm Notes. The Initial Purchasers may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Delivery of the Notes on the Closing Date and any Additional Closing Date will be in book-entry form through the facilities of The Depository Trust Company, New York, New YorkYork ("DTC"). One or more notes in definitive global form, or at such other place registered in the name of Cede & Co., as Deutsche Bank Securities Inc. may designatenominee of DTC, at least 24 hours prior having an amount corresponding to the principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date and the Additional Closing Date, if applicable. The Company will cause the Trustee to deposit as original issue the Global Note pursuant to the Full Fast Delivery Program of DTC.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.392% a percentage of their aggregate principal amountamount as set forth on Schedule 3 hereto. One or more certificates in definitive form or global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23May 9, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39299.274% of their principal amount. . (b) One or more global certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on January 23November 30, 20042023, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxx Xxxxxx & Xxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Underwriter and each Underwriter, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase from the Company, at a purchase price of 96.369% of the amount set forth opposite the name of such Underwriter on Schedule I hereto, the aggregate principal amount of the Notes in set forth opposite the respective amounts set forth names of the Underwriter on Schedule 1 I hereto from the Company at 98.392% together with any additional aggregate principal amount of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice pursuant to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates representing, the Notes shall be made at the offices office of Xxxxxx Xxxxxx Irell & Xxxxxxx LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx XxxxXxxxxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkXxxxxxxxxx 00000, or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by Bear Xxxxxxx and the Company, at 10:00 A.M., New York City time, on Thursday, September 25, 2003 (unless postponed in accordance with the provisions of Section 9 hereof) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by Bear Xxxxxxx and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment of the purchase price for the Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Notes to Bear Xxxxxxx through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Notes shall be registered in such name or names and shall be in such denominations as Bear Xxxxxxx may request at least 24 hours two business days before the Closing Date. The Company will permit Bear Xxxxxxx to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.39299.0% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Initial Purchasers request upon notice to the Company Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P., 00 Xxxx First City Tower, 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas at 10:00 A.M., New York 9:00 A.M. Houston time, on January 2331, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes (and the Guarantees) in the respective amounts amount set forth on Schedule 1 hereto from the Company at 98.39286.800% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23September 1, 20041998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the its offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39297.625% of their principal amount. . (b) One or more certificates in definitive form for the Firm Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Initial PurchasersPurchasers through the facilities of The Depository Trust Company in New York, New York, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Firm Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00 Xxxx 000 Xxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxxxx at 10:00 A.M., New York time, on January 23September 29, 20042009, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment for the Firm Notes being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to $60,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time and from time to time upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the principal amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” shall refer to the time and date of delivery of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called an “Option Closing Date” and shall be determined by the Representatives. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 10 business days after the date of such notice. The principal amount of Optional Notes to be purchased by each Initial Purchaser shall be in the same proportion to the total number of Optional Notes being purchased as the number of Firm Notes being purchased by such Initial Purchaser bears to the total principal amount of Firm Notes (subject to such adjustments to eliminate any principal amount below $1,000). The option with respect to the Optional Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. You, as Representatives of the several Initial Purchasers, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, the Representatives shall purchase the Optional Notes as described herein and payment for the Optional Notes shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39298.598% of their principal amount. . (b) One or more global certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on January 23September 21, 20042021, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxx Xxxxxx & Xxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company Company, (i) in the case of the 2020 Notes, at 98.39299.543% of their principal amount and (ii) in the case of the 2027 Notes, at 99.022% of their principal amount. . (b) One or more global certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on January 23December 13, 20042017, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxx Xxxxxx & Xxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. Xxxxx Fargo Securities, LLC may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.50% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23March 18, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $165,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 98.392a purchase price equal to 97.375% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative, for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, hereunder and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests, upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx XxXxxxxxx LLP, 00 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on January 23February 3, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkShearman & Sterling LLP, (“Counsel for the Initial Purchasers”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New YorkYork City time, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.75% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23March 21, 20042018, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriters and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from the Company I hereto, at 98.392a purchase price equal to 97.625% of their the principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers amount thereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York00000 ("UNDERWRITERS' COUNSEL"), or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the fifth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Company and the Guarantor agrees to issue and sell to the Initial Purchasers$40,000,000 aggregate principal amount of Notes, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company and the Guarantor $40,000,000 aggregate principal amount of Notes at 98.392a purchase price equal to 97.25% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on January March 23, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392a price equal to 97.892% of their principal amount, plus accrued interest, if any, from September 20, 2019 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company of at least 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxx Fxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on January 23September 20, 2004, 2019 or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. in New YorkSkadden, New YorkArps, Slate, Mxxxxxx & Fxxx LLP, 4 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Cahixx Xxxxxx & Xxxxxxx LLPXeinxxx, 00 Xxxx Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at xx 10:00 A.M., New York time, on January 23November , 20041997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. BT Alex. Browx Xxxorporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Browx Xxxorporated may designate, at least 24 hours 10:00 A.M. on the last Business Day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Company and the Guarantor agrees to issue and sell to $235,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company and the Guarantor the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto at 98.392a purchase price equal to 96.597% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchasers for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to Banc of America Securities LLC for the accounts of the several Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on January 23February 3, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, Banc of America Securities LLC and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39298.735% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP, 00 Xxxx Citigroup Center, 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on January 23May 14, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company Company, at 98.392a purchase price of 99.000% of their principal amount. One or more certificates in definitive global form in the name of the nominee for The Depository Trust Company for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, for the account of the Initial Purchasers and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the Initial PurchasersRepresentative, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchasers no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23May 25, 20042021, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers$300,000,000 principal amount of Notes, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Company the principal amount of Notes in the respective amounts set forth on opposite its name in Schedule 1 hereto from the Company at 98.392a purchase price equal to 97.25% of their the principal amountamount thereof. One or more certificates in definitive form for the Notes that or global form, as instructed by the Initial Purchasers have agreed to purchase hereunderPurchaser, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser for the account of the Initial Purchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same in same-day funds), to such account or accounts as the Company shall specify prior funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on January December 23, 20042002, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the New York offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Shearman & Sterling (“Counsel for the Initial Purchaser”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchaserseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Company, the principal amount of Notes in the respective amounts set forth on opposite the name of such Underwriter in Schedule 1 I hereto from (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the Company provisions of Section 11 hereof) at 98.392a purchase price of 99.085% of their the principal amountamount thereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx, Xxx Xxxx at 10:00 A.M., a.m. New York time, on January 23September 10, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, $20,000,000 aggregate principal amount of Notes at 98.392a purchase price equal to 100% of their the aggregate principal amountamount of Notes being issued and sold. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Datetherefor. Such delivery of and payment for the Notes shall be made at the offices of Andexxxx Xxxl & Olick, P.C., 1251 Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 00000 xx 10:00 A.M.a.m., New York City time, on January 23December 1, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The ". With respect to Notes to be delivered in definitive certificated form, the Company will make such certificate or certificates for the such Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Jeffxxxxx & Xompany, Inc. in New YorkLos Angeles, New York, California or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to on the business day next preceding the Closing Date.. Notes to be represented by one or more definitive global Notes in book-entry form will be deposited on the Closing Date, by or on behalf of

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser, acting severally and not jointly, agree agrees to purchase from the Issuers the principal amount of Notes in the respective amounts set forth opposite its name on Schedule 1 hereto from the Company at 98.39297% of their principal amount. One or more certificates in definitive form for the Notes that the each Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the each Initial Purchasers request Purchaser requests upon notice to the Company Issuers, at least 48 36 hours prior to the Closing Date, Date shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx White & Xxxxxxx Case LLP, 00 Xxxx Xxxxxx1155 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 00000 xx 10:00 A.M., New York time, on January 23February 9, 20042000, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company Issuers will make such certificate or certificates for the Notes available for checking inspection and packaging by the each Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. DB in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchasers may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.392100% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Initial Purchasers request upon notice to the Company Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P., 00 Xxxx First City Tower, 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas at 10:00 A.M., New York 9:00 A.M. Houston time, on January 23August 13, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 II attached hereto from the Company at 98.39298.50% of their principal amountamount (i.e., a discount of $3,750,000). One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx LLP at 10:00 A.M.9:00 a.m., New York time, on January 23May 9, 20042015, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39299.309% of their principal amount. One or more global certificates in definitive book-entry form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx Xxxxxx000 Xxxxxxx Xxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 at 10:00 A.M., New York time, on January 23March 25, 20042008, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39299.0% of their principal amount. One or more certificates in definitive form for the The Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to will be delivered on the Closing Date, shall be delivered by or on behalf of the Company Date to the Initial Purchasers, or the Trustee as custodian for the Depository Trust Company (“DTC”), as applicable, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (same day funds)the “Global Notes”) and will be registered, to in the case of the Global Notes, in the name of Cede & Co. as nominee of DTC, and in other cases, in such account or accounts names and in such denominations as the Company Initial Purchasers shall specify request prior to the Closing Date10:00 AM, or by such means as the parties hereto shall agree prior to the Closing DateNew York City time, on June 28, 2024. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on January 23June 28, 20042024, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Subsidiary Guarantors at 98.392101.25% of their principal amount, plus accrued interest from October 4, 2010 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company of at least 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLPRxxxxxx llp, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January November 23, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. Mxxxxxx Lxxxx in New York, New York, or at such other place as Deutsche Bank Securities Inc. Mxxxxxx Lxxxx may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Initial Purchasers, and each of the Initial PurchasersPurchasers agrees, acting severally and not jointly, agree to purchase from the Company the principal amount of Notes in the respective amounts set forth opposite its name on Schedule 1 hereto from the Company at 98.39296.75% of their principal amount. One or more certificates in definitive form for the Notes that each of the Initial Purchasers have has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchasers request requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to each of the Initial Purchasers, against payment by or on behalf of the such Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Weil, Gotshal & Xxxxxx Xxxxxx & Xxxxxxx LLPL.L.P., 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX at 10:00 A.M., New York time, on January 23June 25, 20041997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, designated by the Initial Purchasers at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39298.232% of their the principal amountamount of the Notes. One or more certificates in definitive form (the “Global Note”) for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, Representatives against payment by or on behalf of the Initial Purchasers several Underwriters of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx XxxxxxXxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York City time, on January May 23, 20042024, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at Representatives and counsel to the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Underwriters at least 24 hours prior to the Closing Date. The Global Note to be delivered by or on behalf of the Company to the Representatives shall be delivered in book-entry form through a common depositary or its nominee on behalf of Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”). Notes in definitive form shall be available only under limited circumstances. Xxxxxxx Xxxxx & Co. LLC or such other Representative as the Underwriters may appoint to settle the Notes (the “Settlement Bank”) acknowledges that the Notes represented by the Global Note will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank, the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that such Notes are to be delivered to others only against payment of the net subscription monies for the Notes (i.e., less the commissions and expenses to be deducted from the subscription monies) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Notes represented by the Global Note shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Notes received in the Commissionaire Account (i.e., less the commissions and expenses deducted from the subscription monies) will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the net subscription monies for the Notes (i.e., less the commissions and expenses deducted from the subscription monies) will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Underwriters and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase from the Company, the aggregate principal amount of the Notes in the respective amounts set forth opposite the name of such Underwriter on Schedule 1 hereto from I hereto, at the Company at 98.392% purchase price set forth opposite the name of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificates for, the Notes shall be made at the offices office of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York00000 ("UNDERWRITERS' COUNSEL"), or at such other place as Deutsche Bank Securities Inc. may designateshall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the ninth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.75% of their principal amount. Payment for the Notes on the Closing Date shall be at the price set forth in the prior sentence. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to Escrow Account in the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateamount of $171,062,500. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23April 3, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial PurchasersUnderwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule 1 I hereto from the Company at 98.39299.066% of their principal amount. . (b) One or more global certificates in definitive form for the Notes that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on January 23September 5, 20042014, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxx Xxxxxx & Xxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchaserseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Company, the principal amount of Notes in the respective amounts set forth on opposite the name of such Underwriter in Schedule 1 I hereto from (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the Company provisions of Section 11 hereof) at 98.392a purchase price of 98.647% of their the principal amountamount thereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx, Xxx Xxxx at 10:00 A.M., a.m. New York time, on January 23April 7, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Subsidiary Guarantors at 98.39297.234% of their principal amount, plus accrued interest, if any, from October 4, 2010 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company of at least 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPllp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23October 4, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. BAS in New York, New York, or at such other place as Deutsche Bank Securities Inc. BAS may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto Securities from the Company Company, at 98.392a purchase price of 97.50% of their principal amount, plus pre-issuance accrued and unpaid interest from August 1, 2014 to the Closing Date. One or more certificates in definitive global form in the name of the nominee for The Depository Trust Company for the Notes Securities that the Initial Purchasers have Purchaser has agreed to purchase hereunder, for the account of the Initial Purchaser and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the Initial PurchasersTrustee, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchaser no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23November 24, 20042014, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser agrees to purchase, acting severally and not jointlythe Notes, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxxxx & Xxxxxxx Xxxxx LLP, 00 Xxxx XxxxxxXxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 2329, 20041998, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. the Initial Purchaser in New York, New York, York or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at 98.392100% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January October 23, 20041996, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. the Initial Purchaser in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers at 98.392100.0% of their principal amountamount plus accrued interest from October 25, 2012. One or more certificates in definitive global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Initial Purchasers request upon notice to the Company Issuers at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P., 00 Xxxx First City Tower, 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas at 10:00 A.M., New York 9:00 A.M. Houston time, on January 23December 10, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, Purchasers and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.392100.00% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel, 00 Xxxx Xxxxxx80 Pine Street, Xxx XxxxNew York, New York at 10:00 A.X., Xxx Xxxx at 10:00 A.M.tixx, New York timexx Dexxxxxx 0, on January 230000, 2004, or at such other placexx xx xxxx xxxxx xlace, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (b) Each of the Company and Grant Prideco, jointly and severally, agrees to pay the Initial Purchasers on the earlier of (x) the Special Mandatory Redemption Date (as defined in the Escrow Agreement) and (y) the closing date of the Acquisition, by wire transfer of immediately available funds, a fee of 2.375% of the net proceeds of the Offering (i.e., $4,156,250).

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Company, $160,000,000 aggregate principal amount of the Notes at a purchase price that is equal to (i) with respect to $130.0 million aggregate principal amount of the Notes, 97.0% of the aggregate principal amount thereof and (ii) with respect to $30.0 million aggregate principal amount of the Notes, (x) 97.0% of the aggregate principal amount of such Notes for which the Put Option has not been exercised and (y) 94.0% of the aggregate principal amount of such Notes for which the Put Option has been exercised. “Put Option” shall have the meaning set forth in the respective amounts Note Purchase and Put Agreement, dated June 27, 2003 among the Initial Purchaser, the purchasers set forth on Schedule 1 hereto from Annex A thereto and the Company at 98.392% of their principal amountCompany. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as for the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing DateNotes. Such delivery to the Initial Purchaser of and payment for the Notes shall be made at the New York offices of Xxxxxx Xxxxxx Xxxxx, Brown, Xxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Maw at 10:00 A.M.a.m., New York City time, on January 23July 8, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as 2003 (the “Closing Date.” The ”). With respect to Notes to be delivered in definitive certificated form, the Company will make such certificate or certificates for the such Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to on the business day next preceding the Closing Date.. Notes to be represented by one or more definitive global Notes in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.39297.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel, 00 Xxxx Xxxxxx80 Pine Street, Xxx XxxxNew York, New York at 9:00 A.X., Xxx Xxxx at 10:00 A.M.timx, New York timexx Xarxx 00, on January 230000, 2004, or at such other placexx xx xxxx xxxxx xxxxe, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, at 98.39254.101% of their principal amountamount at maturity of the Senior Discount Notes. One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 23February 20, 20041998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.