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

Purchase Sale and Delivery of the Securities. The purchase and sale of the Purchaser Junior Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto at 100.5% of their principal amount plus accrued interest from and including February 15, 2003 to, but excluding, the Closing which shall take place Date. Concurrently with this purchase, the Issuers, jointly and severally, agree to pay to the Initial Purchasers, in U.S. dollars, an aggregate amount equal to 1.875% of the $75,000,000 aggregate principal amount of Securities purchased by them hereunder (the "Initial Purchasers' Commission") (each Initial Purchaser to receive an amount equal to its pro rata portion of the Initial Purchasers' Commission based on the amount of Securities purchased by it as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto). The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of in definitive global form for the warrants Notes (including without limitation a notation of Guarantee thereon) that the Transaction Fee Warrants) Initial Purchasers have agreed to purchase hereunder, and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Purchaser's reasonable approvalClosing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers through the facilities of The Depository Trust Company ("DTC"), against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor in U.S. dollars 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 Purchaser Junior Securities shall be made at the offices of Milbank, Tweed, Xxxxxx & XxXxxx at 2:00 P.M., London time, on April 30, 2003, 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 global Notes in book-entry form will be deposited on the Closing Date, by wire transfer, payable to or upon the order on behalf of the Company Company, with DTC or its designated custodian, and registered in immediately available funds.the name of its nominee, Cede & Co.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as Issuer agrees to issue and sell to the several Underwriters, and each Underwriter, acting severally and not jointly, agrees to purchase, the Notes in the respective principal amounts set forth in opposite such Underwriter’s name on Schedule 1 hereto from the next succeeding sentence hereof) shall take place Issuer at the offices 99.35% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Underwriters request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Purchaser Junior Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Underwriters at the offices of DTC or its designated custodian in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York City time, on the day prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally (and not jointly), agrees to purchase from the Company, at a purchase price of $__ per share (the "Purchase Price"), the number of Firm Securities set forth opposite the name of such Underwriter in column (other than a) of Schedule 1 hereto and (B) each of the Selling Stockholders, severally (and not jointly), agrees to sell to the Underwriters, the number of Firm Securities set forth opposite the name of such Selling Stockholder on Schedule 2 hereto, and each of the Underwriters, severally (and not jointly), agrees to purchase and sale of shares of Exchangeable Preferred from such Selling Stockholders, at the Initial Closing which shall take place as Purchase Price per share, the number of Firm Securities set forth opposite the name of such Underwriter in the next succeeding sentence hereofcolumn (b) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all Company and such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Selling Stockholders at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and such Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order accounts of the Company and such Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York time, on March ___, 1997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company and such Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuers agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in on Schedule 1 hereto from the next succeeding sentence hereof) shall take place Issuers at the offices 97.625% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 25, 2002, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Banc Alex. Xxxxx Inc. in New York, payable New York, or at such other place as Deutsche Banc Alex. Xxxxx Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase (i) the 2013 Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount, (ii) the 2015 Notes in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions respective amounts set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company at 97.5% of their principal amount and (iii) the Purchaser mutually agree upon Floating Rates Notes in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions respective amounts set forth in this Agreement on Schedule 1 hereto from the Company at 97.5% of their principal amount and, if required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder by Section 5(o) hereof, the Company shall deliver deposit in the Escrow Account an amount equal to the Purchaser one gross proceeds of the offering of the Notes (the “Escrow Funds”). One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefore 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 Purchaser Junior Securities shall be made at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on January 28, 2005, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of DBSI in New York, payable New York, or at such other place as DBSI may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than 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 Purchasers, and Purchasers agree to purchase from the Company, 10,000 shares of Series A Stock at $100.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Series A Stock, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 7,000,000 shares of Exchangeable Preferred at the Initial Closing which shall take place Common Stock, subject to adjustment as set forth in the next succeeding sentence hereofWarrants. The closing of the transactions described herein (the "Closing") shall take place at a time and on a date (the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2"Closing Date") business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to specified by the consummation of parties, which will be no later than 5:00 p.m. (Pacific time) on October 29, 2004. On the purchase and sale of the Purchaser Junior Securities hereunderClosing Date, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver (a) certificates in definitive form for the Series A Stock in the names and amounts set forth on the signature page hereto, (b) Warrants, in the names and amounts set forth on the signature page hereto, (c) the Subscription Agreement, Certificate of Designation and Registration Rights Agreement, each duly executed on behalf of the Company, and (d) the Opinion of Counsel in the form attached hereto as Exhibit C. On the Closing Date, Purchasers shall deliver (i) 50% of the Purchase Price or $500,000 by wire transfer of immediately available funds to an escrow account mutually acceptable to the Purchaser one or more certificates representing any capital stock being sold parties, and issued(ii) the Subscription Agreement and Registration Rights Agreement, one or more each duly executed warrants representing all on behalf of the warrants Purchasers and MAG. The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the escrow holder shall release (including without limitation the Transaction Fee Warrantsa) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents the sum of $477,500 and (b) to MAG, the sum of 50% of the Due Diligence Fee (I.E., $12,500), and the legal fees in the amount of $10,000. Provided that Company is not in default under Paragraph 10(i) (iv) or (v) hereof, the Purchasers covenant and agree to pay, within two trading days after Company files the Registration Statement (as may be reasonably specified by Huffdefined in Paragraph 9 below), xxbject the balance of the Purchase Price or $500,000 to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject an escrow account mutually acceptable to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities parties by wire transfer, payable to or upon the order transfer of the Company in immediately available funds. MAG shall then instruct the escrow to release (a) $487,500 to the Company, and (b) the balance of the Due Diligence fee in the amount of $12,500 to MAG.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $________ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereofColumn (a) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two SCHEDULE III hereto and (2B) business days following the satisfaction each of the conditions Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters, severally and not jointly, the number of Firm Securities set forth opposite the name of such Selling Stockholder in this Agreement required to be satisfied prior to Column (a) of SCHEDULE I or SCHEDULE II hereto, as the consummation case may be, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders, severally and sale not jointly, the number of the Purchaser Junior Firm Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation Column (b) of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSCHEDULE III hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order respective accounts of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx 9:30 A.M., New York time, on February ___, 1998, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $[_____________] per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds (the "Wired Funds") to an account specified by the Company. Documents required to be delivered pursuant to this Agreement in connection with such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Vinsxx & Xlkixx X.X.P., payable to 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Texas 77002-6760 at 9:00 a.m., Central time, on April [____], 1997, or upon at such other place, time or date as the order of Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representative at the location in immediately available fundsNew York, New York specified by the Representative at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuers agree to issue and sell to the Initial Closing which shall take place as set forth in Purchaser, and the next succeeding sentence hereof) shall take place Initial Purchaser agrees to purchase from the Issuers the principal amount at the offices maturity of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction Securities at a price equal to 70.70% of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or principal amount at such other time and place as the Company and the Purchaser mutually agree upon in writingmaturity. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the 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 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 May 20, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchaser Junior at the offices of Deutsche Bank Securities by wire transferInc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell 600,000 Firm Securities, and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of [$ ] per share, an aggregate number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 2 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold and issuedin definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder from the Company, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds (the "Wired Funds") to the account of the Company. The certificates for the Purchaser Junior Option Securities by wire transfer, payable that the several Underwriters have agreed to or upon purchase hereunder from the order Selling Stockholders shall be delivered in accordance with the terms of the custody agreement by or on behalf of the Selling Stockholders to the Representative for the respective accounts of the Underwriters against payment by or on behalf of the Underwriters of the aggregate purchase price therefor at any such closing. Such delivery of and payment for the Firm Securities shall be made at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 2029 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, xx 6:30 A.M., Pacific time, on April __, 1997, or at such other place, time or date as the Representative and the Company in immediately may agree upon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available fundsfor checking and packaging by the Representative at the offices of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the facilities of the Depository Trust Company.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPSchedule 1 hereto, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction and each of the conditions Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation Schedule 1 hereto, at a purchase price of the purchase $49.44 (net of all underwriting discounts and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingcommissions) per share. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representative request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on February 11, 2000, or at such other place, time or date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representative at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $_______ per share, the number of Firm Securities (other than set forth opposite the purchase and sale name of such Underwriter in Schedule 1 hereto. The Firm Securities shall consist of 2,100,000 shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices Common Stock. The number of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required Firm Securities to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At purchased by each Closing hereunder Underwriter from the Company shall deliver be as nearly as practicable in the same proportion to the Purchaser one total number of Firm Securities being sold by the Company as the total number of Firm Securities to be purchased by such Underwriter bears to the total number of Firm Securities to be purchased by the Underwriters hereunder. One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Purchase Funds") to or upon the order of the Company in immediately available funds.and the Selling Securityholders, as their interests may appear. Such delivery of and payment for the Firm Securities shall be made at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000 xx 9:30 A.M., New York City time, on ____________, 1997; or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually Selling Securityholders, severally and not jointly, agree upon in writing. The purchase to issue and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject sell to satisfaction each of the conditions Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Securityholders, at a purchase price of $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 1 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form Company and substance reasonably specified by Huff, xxbject Selling Securityholders at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order account of the Company and the Selling Securityholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Wilsxx Xxxxxxx Xxxxxxxx xxx Rosaxx, X.C., 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York time, on March , 2000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually Subsidiary Guarantors agree upon in writing. The purchase to issue and sale of Exchangeable Preferred at sell to the Initial Closing shall take place at Purchaser, and the aforesaid offices simultaneously with the execution and delivery of this Agreement subject Initial Purchaser agrees to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder from the Company shall deliver to and the Purchaser one Subsidiary Guarantors $145,000,000 aggregate principal amount of Securities at a purchase price of $963.76 per $1,000 principal amount of Securities. One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Jeffxxxxx & Xompany, Inc. requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial 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. Such delivery of and payment for the Securities shall be made at the offices of Vinsxx & Xlkixx, X.L.P., 1001 Xxxxxx Xxxxxx, Houston, Texas, at 10:00 a.m., New York time, on October 16, 1997, or at such other place, time or date as the Initial Purchaser, 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 has requested that the Closing Date be scheduled to occur three business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make certificates for such Securities available for checking and packaging by the Initial Purchaser Junior at the offices of Jeffxxxxx & Xompany, Inc. in New York, New York, or at such other place as Jeffxxxxx & Xompany, Inc. may designate, at least 24 hours prior to the Closing Date. Securities to be represented by wire transferone or more definitive global Securities in book-entry form will be deposited on the Closing Date, payable to by or upon the order on behalf of the Company, with The Depository Trust Company in immediately available funds("DTC") or its designated custodian.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuers agree to issue and sell to the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPPurchaser, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Initial Purchaser mutually agree upon in writingagrees to purchase the Notes at 97% of their principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes and issuedGuarantees that the Initial Purchaser has agreed to purchase hereunder, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial 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 Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on October 16, 1996, or at such other place, time or date as the Initial Purchaser, 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 Securities available for checking and packaging by the Initial Purchaser Junior at the offices of BT Securities by wire transferCorporation in New York, payable New York, or at such other place as BT Securities Corporation may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $________ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 0000 Xxx Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at 9:30 A.M., New York time, on __________, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representatives at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the --------------------------------------------- representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Securities to the several Initial Purchasers, and (ii) each Initial Purchaser Junior hereby agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 98.00% of the principal amount thereof (the "Purchase Price"), the respective principal amount of Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in Schedule I hereto opposite the next succeeding sentence hereof) name of such Initial Purchaser, plus accrued interest, if any, from August 14, 2001 to the Closing Date. Delivery of and payment of the Purchase Price for the Securities shall take place be made in your offices at 130 Liberty Street, New York, New York 10006, or at such other location ax xxx xx xxxxxxxx xxxxxxxxxx. Xxxx xxxxxxxx and payment shall be made at 10:00 a.m., New York time, on August 14, 2001, or at such other time as shall be agreed upon by you and the offices Issuers. The time and date of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin such delivery and payment are herein called the "Closing Date." Delivery of the Securities shall be made to you for your account against payment of the purchase price for the Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Closing Date. The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two (2) full business days following prior to the satisfaction of Closing Date. The Issuers will permit you to examine and package such Securities for delivery at least one full business day prior to the Closing Date. The Initial Purchasers have advised the Issuers that the Initial Purchasers propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement required and in the Offering Memorandum. Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Issuers that it (i) has not and will not solicit offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and has not engaged and will not engage in any directed selling efforts in connection with the Securities and has complied and will comply with the offering restrictions requirement of Regulation S, (ii) will solicit offers for such Securities pursuant to Rule 144A, Regulation S or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution thereof, only to, respectively, (A) in the case of offers inside the United States, persons in the United States whom it reasonably believes to be satisfied qualified institutional buyers within the meaning of Rule 144A ("Qualified Institutional Buyers") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a Qualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, -------- ------- that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors" contained in the Offering Memorandum (or, if the Offering Memorandum is not in existence, in the Preliminary Offering Memorandum). Each Initial Purchaser severally agrees that, at or prior to the consummation confirmation of the purchase and sale of the Securities, other than a sale pursuant to Rule 144A, such Initial Purchaser Junior will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Securities hereunderfrom it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not to be offered or sold within the United States or to, but in no event earlier than 15 business or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the applicable Purchase Notice has been given, or at such other time and place as later of the Company date of the commencement of the offering and the Purchaser mutually agree upon closing date, except in writingeither case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. The purchase and sale of Exchangeable Preferred at Terms used above have the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject meanings given to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified them by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.Regulation S."

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase and sale from the Company, at a purchase price of shares of Exchangeable Preferred at _______________ per Unit, which represents the Initial Closing which shall take place as public offering price set forth in the next succeeding sentence hereof) shall take place at Prospectus less an underwriting discount of ten percent (10%), the offices number of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule I hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representative request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Klehr, payable Harrison, Harvey, Branzburg & Ellerx XXX, 200 Xxxxx Broxx Xxxeet, Pxxxxxxxxxxx, XX 00000 xx 0:00 X.X., Xxx Xxxx xime, on __________, 2002, or at such other place, time or date as the Representative and the Company may agree upon or as the Representative may determine pursuant to or upon the order Section 9 hereof, all in accordance with Rule 15c6-1 of the Exchange Act (as defined in Section 8 herein), such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representative at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Noble International Investments, Inc. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than 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 Underwriters the Firm Shares, and each of the Underwriters agrees, acting severally and not jointly, to purchase and sale the number of shares of Exchangeable Preferred at the Initial Closing which shall take place as Firm Shares set forth in opposite its respective name on Schedule I hereto, at $9.84 per share (the next succeeding sentence hereof) shall take place at "Purchase Price"). The Firm Shares that the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required Underwriters have agreed to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Representatives, against payment by or on behalf of the Purchaser Underwriters of the purchase price Purchase Price therefor by wire transfer of immediately available funds payable to such account or 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 Purchaser Junior Securities by wire transferFirm Shares shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx, payable 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M., New York time, on June 30, 2004, or at such other place, time or date as the Representatives and the Company may agree upon, such time and date of delivery against payment being herein referred to or upon as the order "Closing Date." In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase the Option Shares at the Purchase Price set forth in immediately available fundsthe first paragraph of this Section 3 for the purpose of covering over-allotments, if any. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) from time to time thereafter within 30 days after the date of the first issuance of the Firm Shares, by the Representatives to the Company setting forth the number of Option Shares as to which they are exercising their option and the time and date for delivery of and payment for such Option Shares. Option Shares shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Shares set forth opposite the respective names of such Underwriters in Schedule I. The time and date for delivery of and payment for such Option Shares shall be determined by the Representatives but shall not be later than ten full business days after the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as an "Option Closing Date"). If the date of exercise of the option is two or more business days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually Guarantors agree upon in writing. The purchase to issue and sale of Exchangeable Preferred at sell to the Initial Closing shall take place at the aforesaid offices simultaneously with the execution Purchasers, and delivery of this Agreement subject to satisfaction each of the conditions Initial Purchasers agrees, acting severally and not jointly, to purchase the Securities, at 97% of their principal amount, in the respective principal amounts set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closingopposite their names on Schedule I hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or 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 Purchaser Junior Securities by wire transfershall be made at the offices of Shereff, payable to Friedman, Hoffxxx xxx Goodxxx, XXP, 919 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on July 24, 1997, or upon at such other place, time or date as the order of Initial Purchasers and the 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 Securities available for checking and packaging by the Initial Purchasers at the offices of BT Securities Corporation in immediately available fundsNew York, New York or such other place as BT Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 principal amount at maturity of Notes in the respective amounts set forth in on Schedule 3 hereto from the next succeeding sentence hereof) shall take place Company at the offices 97.00% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two their principal amount at maturity (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior representing a 2.50% discount to the consummation Initial Purchasers and an offering price of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing99.50%). The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes and issuedthe Guarantees that the Initial Purchasers have agreed to purchase hereunder, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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. Delivery of the Securities 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 Purchaser Junior 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 September 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. (“DBSI”) in New York, payable New York, or at such other place as DBSI may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Securities to the Underwriters and (other than ii) each Underwriter hereby agrees, severally and not jointly, to purchase the Securities from the Issuers, at a purchase and sale price of shares 98.05% of Exchangeable Preferred at the Initial Closing which shall take place as principal amount thereof (the "Purchase Price"), the respective principal amount of Securities set forth in Schedule I hereto opposite the next succeeding sentence hereof) name of such Underwriter, plus accrued interest, if any, from December 15, 1997 to the Closing Date. Delivery of and payment of the Purchase Price for the Securities shall take place be made in your offices at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000or at such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunderNew York time, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenon December 15, 1997, or at such other time and place as the Company shall be agreed upon by you and the Purchaser mutually agree upon in writingIssuers. The purchase time and sale date of Exchangeable Preferred at such delivery and payment are herein called the Initial "Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction Date." Delivery of the conditions set forth in this Agreement required Securities shall be made to you for your account against payment of the purchase price for the Securities by wire transfer of immediately available funds to an account or accounts to be satisfied designated by the Issuers at least one business day prior to the consummation Closing Date. On the Closing Date, subject to the delivery of the purchase Securities, the Underwriters, jointly and sale severally, agree to reimburse the Issuers for $200,000 of their expenses of the Exchangeable Preferred at such Initial ClosingOffering. At each Closing hereunder the Company The Securities shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and be registered in such name or names and in such authorized denominations as the Purchaser shall you may request upon notice in writing at least two full business days prior to the Company, together with all Closing Date. The Issuers will permit you to examine and package such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Securities for delivery at least one full business day prior to the Purchaser's reasonable approval), against payment by or on behalf Closing Date. Each of the Purchaser Underwriters hereby, severally and not jointly, represents and warrants to, and agrees with, the Issuers that it will, during its initial distribution of the purchase price for the Purchaser Junior Securities, furnish to each person to whom it sells any Securities by wire transfer, payable to or upon the order a copy of the Company in immediately available fundsProspectus.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company agrees to issue and sell to the Underwriter, and the Purchaser mutually agree upon in writingUnderwriter, agrees to purchase from the Company, at a purchase price of $20.00 per share, the Firm Securities. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the Underwriter has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Underwriter requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Underwriter for the its accounts, against payment by or on behalf of the Purchaser Underwriter of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Skadden, Arps, Slate, Meagxxx & Xlom XXX, 300 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York time, on June 11, 1997, or at such other place, time or date as the Underwriter and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Underwriter at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of the Underwriter at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser Junior Securities and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 97.0% of the aggregate principal amount thereof (other than the purchase and sale “Purchase Price”), the Firm Securities. Each Security will be convertible at the option of the holder, pursuant to the terms of the Indenture, into shares of Exchangeable Preferred Common Stock at the Initial Closing which shall take place as conversion price set forth in the next succeeding sentence hereof) Securities (the “Conversion Price”), which Conversion Price is subject to adjustment upon the occurrence of certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the consummation accounts of the purchase and sale such of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place its participants as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request request, upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchaser of to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, XX 000000, at 7:30 A.M., local time, on November 10, 2004, or at such other place, time or date not later than five business days thereafter as the Initial Purchaser and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which The New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation terms and conditions herein set forth, each of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase Finance Co. agrees to issue and sale of Exchangeable Preferred at sell to the Initial Closing shall take place at Purchasers, and the aforesaid offices simultaneously with Initial Purchasers, acting severally and not jointly, agree to purchase the execution and delivery of this Agreement subject to satisfaction of Securities in the conditions respective amounts set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder on Schedule 1 hereto from the Company shall deliver to the Purchaser one at 98.25% of their principal amount. One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company and Finance Co. to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York at 10:00 A.X., Xxx Xxxx tixx, xx Fexxxxxx 00, 0000, xx xx xxxx xxxxx 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable to New York, or upon the order at such other place as Deutsche Bank Securities Inc., on behalf of the Company in immediately available fundsRepresentatives, may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters severally and not jointly agree to purchase from the Company, at a purchase price of $19.00 per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same day funds ("Wired Funds") to the account of the Company; PROVIDED, that such payment by the Underwriters shall be less the fee payable by the Company to Prudential Securities Incorporated pursuant to the Financial Advisory Services Agreement of even date herewith between the Company and Prudential Securities Incorporated. Such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Cleary, payable to Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on March 30, 2000, or upon at such other place, time or date as the order of Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of State Street Bank and Trust Company or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company and the Purchaser mutually agree upon in writingat 99.530% of their principal amount plus accrued interest from September 1, 2017. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive -14- form or global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior 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 October 2, 2017, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of Closing Date. The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company in immediately available fundsor the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters agree to purchase from the Company the principal amount of Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in Schedule I hereto at the next succeeding sentence hereof) shall take place purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. Payment for the Securities to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the order of the Company for the Securities to be sold by it against delivery of the Securities to the Underwriters. Such payment and delivery are to be made at the offices of Proskauer Rose LLPBT Alex. Xxowx Xxxorporated, 1585 XxxxxxxxOne Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxx 00000, xxthin two (2) xx 9:00 A.M. local time, on the third business days following day after the satisfaction date of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Securities will be registered in such names and in such denominations as the Underwriters request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Underwriters at least one business day prior to the Closing Date at such place as the Company Underwriters, DTC and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsagree.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser Junior Securities and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 97.75% of the aggregate principal amount thereof (other than the purchase and sale "Purchase Price"), plus accrued interest, if any, from May 7, 2003 to the Closing Date, the Firm Securities. Each Security will be convertible at the option of the holder into shares of Exchangeable Preferred Common Stock at the Initial Closing which shall take place as conversion price set forth in the next succeeding sentence hereof) Securities (the "Conversion Price"), which Conversion Price is subject to adjustment upon the occurrence of certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the consummation accounts of the purchase and sale such of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place its participants as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request request, upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchaser of to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, 1900 Pennzoil Place, South Tower, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 9:30 a.m., New York City time, on May 7, 2003, or at such other place, time or date not later than five business days thereafter as the Initial Purchaser and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "Closing Date."

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of covenants herein contained and subject to the Purchaser Junior Securities (other than terms and conditions herein set forth, the purchase Company and sale of shares of Exchangeable Preferred at the Subsidiary Guarantors agree to issue and sell to the Initial Closing which shall take place Purchaser, and the Initial Purchaser agrees to purchase from the Company and the Subsidiary Guarantors 75,000 Units at a purchase price of $960 per Unit. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as set forth in Xxxxxxxxx & Company, Inc. requests upon notice to the next succeeding sentence hereof) shall take place Company at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied least 24 hours prior to the consummation Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchaser, against payment by or on behalf of the Initial 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. Such delivery of and sale of payment for the Purchaser Junior Securities hereundershall be made at 10:00 a.m., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York time, on November 12, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and place date of delivery against payment being herein referred to as the "Closing Date." With respect to Securities to be ------------ delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make certificates for such Securities available for checking and packaging by the Initial Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. may designate, at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied least 24 hours prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingClosing Date. At each Closing hereunder the Company shall deliver Securities to the Purchaser be represented by one or more certificates representing any capital stock being sold and issueddefinitive global Securities in book-entry form will be deposited on the Closing Date, one by or more executed warrants representing all on behalf of the warrants Company, with The Depository Trust Company (including without limitation "DTC") or its designated custodian. --- As additional compensation to the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of Initial Purchaser, the Company being sold, all agrees to issue to the Initial Purchaser (in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Purchaser's reasonable approvalClosing Date) at the Closing Date, for no additional consideration, 30,000 warrants to purchase initially 302,658 shares of Common Stock at an initial exercise price of $.01 per share of Common Stock (the "Additional Warrants"). In addition to the ------------------- foregoing, against payment by or on behalf of the Initial Purchaser of the purchase price for the Purchaser Junior Securities will be paid by wire transfer, payable to or upon the order transfer (same day funds) a fee for advisory services rendered of the Company in immediately available funds$1,000,000.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPCompany agrees to issue and sell, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction and each of the conditions set forth in this Agreement required Selling Securityholders, severally and not jointly agrees to be satisfied prior sell, to the consummation each of the purchase Underwriters, and sale each of the Purchaser Junior Securities hereunderUnderwriters, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenseverally and not jointly, or at such other time and place as agrees to purchase from the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction each of the conditions Selling Securityholders, severally and not jointly, at a purchase price of $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 1 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and each of the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the accounts designated by the Company and each of the Selling Securityholders. Such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Andrxxx & Xurtx X.X.P., payable Texas Commerce Tower, 600 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 xx 9:30 A.M., New York time, on November ___, 1996, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to or upon Section 9 hereof, such time and date of delivery against payment being herein referred to as the order "Firm Closing Date". The Company and each of the Company Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of covenants herein contained and subject to the Purchaser Junior Securities (other than terms and conditions herein set forth, the purchase Company agrees to issue and sale of shares of Exchangeable Preferred at sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company and the Purchaser mutually agree upon in writingat 97% of their ---------- principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on July 21, 2000, 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 Securities ---- available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually Subsidiary Guarantors agree upon in writing. The purchase to issue and sale of Exchangeable Preferred at sell to the Initial Closing shall take place at Purchaser, and the aforesaid offices simultaneously with the execution and delivery of this Agreement subject Initial Purchaser agrees to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder from the Company shall deliver to and the Purchaser one Subsidiary Guarantors $125,000,000 aggregate principal amount of Securities at a purchase price of $985.00 per $1,000 principal amount of Securities. One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Jeffxxxxx & Xompany, Inc. requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial 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. Such delivery of and payment for the Securities shall be made at the offices of Vinsxx & Xlkixx, X.L.P., 1001 Xxxxxx Xxxxxx, Houston, Texas, at 10:00 a.m., New York time, on April 30,1998, or at such other place, time or date as the Initial Purchaser, 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 has requested that the Closing Date be scheduled to occur four business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make certificates for such Securities available for checking and packaging by the Initial Purchaser Junior at the offices of Jeffxxxxx & Xompany, Inc. in New York, New York, or at such other place as Jeffxxxxx & Xompany, Inc. may designate, at least 24 hours prior to the Closing Date. Securities to be represented by wire transferone or more definitive global Securities in book-entry form will be deposited on the Closing Date, payable to by or upon the order on behalf of the Company, with The Depository Trust Company in immediately available funds("DTC") or its designated custodian.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company and the Purchaser mutually agree upon in writingat 98.75% of their principal amount plus accrued interest, if any, from February 19, 2020. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form or global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior 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 February 19, 2020, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of BofA Securities, payable Inc. in New York, New York, or at such other place as BofA Securities, Inc. may designate, at least 24 hours prior to or upon the order of Closing Date. The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company in immediately available fundsor the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Securities (other than to each of the Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase and sale from the Company, at a purchase price of shares $_________ per share, the number of Exchangeable Preferred at the Initial Closing which shall take place as Firm Securities set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several 8 Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York time, on ______, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representatives at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required herein, the Company agrees to be satisfied prior issue and sell to the consummation of the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as from the Company and at a purchase price of 97.5% of their principal amount thereof, the Purchaser mutually agree upon in writing. The purchase and sale principal amount of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions Notes set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at opposite such Initial ClosingPurchaser's name in Schedule I hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates in definitive form representing any capital stock being sold the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior Securities shall be made at the offices of Xxxxxxx & Xxxxx LLP, 000 X. Xxxxxxxxx Xxx., Xxxxxxxxx, Xxxxxxxxx, at 9:00 A.M., New York time, on August 8, 2002 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.765 per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereofColumn (a) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two SCHEDULE III hereto and (2B) business days following the satisfaction each of the conditions Selling Stockholders, severally and not jointly, agrees to sell to the Underwriters, severally and not jointly, the number of Firm Securities set forth opposite the name of such Selling Stockholder in this Agreement required to be satisfied prior to Column (a) of SCHEDULE I or SCHEDULE II hereto, as the consummation case may be, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders, severally and sale not jointly, the number of the Purchaser Junior Firm Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation Column (b) of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSCHEDULE III hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order respective accounts of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Hutcxxxx, Xxeexxx & Xittxxx, X Professional Corporation, 101 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx 9:30 A.M., New York time, on February 4, 1998, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchaser, and the Initial Purchaser agrees to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company and the Purchaser mutually agree upon in writingat 96.76% of their principal amount plus accrued interest from March 1, 2016. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form or global form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial 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 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 May 18, 2016, or at such other place, time or date as the Initial Purchaser, 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 Securities available for checking and packaging by the Initial Purchaser Junior at the offices of Deutsche Bank Securities by wire transferInc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and each of the Initial Purchasers agrees, acting severally and not jointly, to purchase the Securities, at 100.25% of their principal amount, in the respective principal amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingopposite their names on Schedule I hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or 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 Purchaser Junior Securities by wire transfershall be made at the offices of Cahixx Xxxxxx & Xeinxxx, payable to 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on January 16, 1998, or upon at such other place, time or date as the order of Initial Purchasers and the 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 Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in immediately available fundsNew York, New York or such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities 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 Underwriters, and each of the Underwriters severally agrees to purchase from the Company, at 97.0% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Exhibit C hereto. The obligations of the Underwriters under this Agreement are several and not joint. In addition, 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 Underwriters, and each of the Underwriters severally shall have the option to purchase (other than the purchase "Option"), up to an aggregate of $10,000,000 in principal amount of Option Notes at 97.0% of their principal amount. The Option will expire thirty days after the date hereof and sale may be exercised once, solely for the purpose of shares covering over-allotments made in connection with the offering of Exchangeable Preferred at the Initial Closing which Firm Notes. The exercise of the Option by the Underwriters will be subject to such exercise being permitted under the Senior Credit Facility (as defined in the Indenture). The aggregate principal amount of Option Notes to be purchased by each Underwriter upon the exercise of the Option shall take place be in the same proportion that the total principal amount of Firm Notes purchased by such Underwriter as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior on Exhibit C hereto bears to the consummation total principal amount of Firm Notes purchased by the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingUnderwriters. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names names, as the Purchaser shall request each Underwriter requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approvalClosing Date and the Additional Closing Date (as defined), if any, shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchaser Underwriters, of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer of immediately available funds to or upon the order account of the Company previously designated by it in immediately writing. Such delivery of and payment for the Firm Notes and the related Guarantees shall be made at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pine 15 -00- Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on October 15, 1996, or at such date as the Underwriters and the Company may agree upon or as the Underwriters may determine pursuant to Section 7(i) hereof, such time and date of delivery against payment being herein referred to as the "Closing Date." Delivery of and payment for the Option Notes and the related Guarantees shall be made at the above-mentioned offices of Cahixx Xxxxxx & Xeinxxx, xx such date (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from the Underwriters to the Company of their determination to purchase an amount, specified in said notice, of Option Notes, such time and date of delivery against payment being herein referred to as the "Additional Closing Date." The Company will make such certificate or certificates for the Securities available fundsfor checking and packaging by the Underwriters at the offices in New York, New York of CIBC Wood Gundy Securities Corp. at least 24 hours prior to the Closing Date and the Additional Closing Date, if any. The Issuers hereby confirm their engagement of Alex. Browx & Xons Incorporated and Alex. Browx & Xons Incorporated hereby confirms its engagement with the Issuers to render services as, a "qualified independent underwriter" within the meaning of Rules 2720(b)(15)(A) through (b)(15)(G) of the Conduct Rules of the NASD with respect to the offering and sale of the Securities. Alex. Browx & Xons Incorporated, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the "Independent Underwriter."

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuer agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective approximate amounts set forth in on Schedule 1 hereto from the next succeeding sentence hereof) shall take place Issuer at the offices 98.721% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir aggregate principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form or global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer 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 Purchaser Junior 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 25, 2017, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Xxxxx Fargo Securities, payable LLC in New York, New York, or at such other place as Xxxxx Fargo Securities, LLC may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuers agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in on Schedule 1 hereto from the next succeeding sentence hereof) shall take place Issuers at the offices 97.5% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on April 16, 2003, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase (a) On the basis of --------------------------------------------- the representations, warranties, agreements and sale covenants herein contained (except as may be otherwise specified in Schedule 1) and subject to the terms and conditions herein set forth and therein set forth, the Company agrees to issue and sell to each of the Purchaser Junior Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of % of the principal amount thereof (which purchase price represents (i) the price to investors of the Notes equal to 100% of the principal amount thereof less (ii) discounts and commissions to the Underwriters ---- of % of the principal amount of the Notes), plus accrued interest, if any, from November ___, 1997, the principal amount of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Initial Purchaser in Schedule 1 hereto. The Firm Securities to be delivered shall be delivered by the Company in the next succeeding sentence hereof) shall take place at form of Global Securities to the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction Custodian on behalf of the conditions set forth Depositary. One or more Global Receipts in this Agreement required respect of such Global Securities representing the Firm Securities that the several Underwriters have agreed to purchase hereunder shall be satisfied prior issued by the Depositary pursuant to the consummation of the purchase Custody Agreement and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness delivered on behalf of the Company being soldto the Depositary Trust Company ("DTC"), all in such denomination or denominations and registered in such the name or names of Cede & Co., as DTC's nominee, for the Purchaser shall request upon notice to respective accounts of the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)Underwriters, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Purchaser Underwriters of the purchase price for therefor in the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company United States Dollars in immediately available funds. Such delivery of and payment for the Firm Securities shall be made at the date, time and place identified in Schedule 1 hereto or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates representing the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar at such other place as the Representatives and the Company may agree at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.45 per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company at least 48 hours prior to the Firm Closing Date. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Gxxxxxx & Kxxx, S.C., 700 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx at 9:30 A.M., Milwaukee time, on _____, 1999, or at such other place, time or date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representative at the offices in Milwaukee, payable to or upon the order Wisconsin of the Company Company's transfer agent or registrar or at the offices in immediately available fundsChicago, Illinois of LaSalle St. Securities, Inc. at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company and the Purchaser mutually agree upon in writingat 98.63875% of their principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form or global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior 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 February 27, 2014, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of Closing Date. The Company hereby acknowledges that circumstances under which Deutsche Bank Securities Inc. may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company in immediately available fundsor the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the --------------------------------------------- representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Offered Securities to the several Initial Purchasers, and (ii) each Initial Purchaser Junior hereby agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 103% of the principal amount thereof, minus a gross spread of 1.75% of the principal amount thereof (the "Purchase Price"), the respective principal amount of Offered Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in Schedule I hereto opposite the next succeeding sentence hereof) name of such Initial Purchaser, plus accrued interest, if any, from February 15, 2002 to the Closing Date. Delivery of and payment of the Purchase Price for the Securities shall take place be made in your offices at 383 Madison Avenue, New York, New York 10179, or at such other location as max xx xxxxxxxx xxxxxxxxxx. Xxxx xxxxxxxx xxx payment shall be made at 10:00 a.m., New York time, on May 20, 2002, or at such other time as shall be agreed upon by you and the offices Issuers. The time and date of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin such delivery and payment are herein called the "Closing Date." Delivery of the Offered Securities shall be made to you for your account against payment of the purchase price for the Offered Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Closing Date. The Offered Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two (2) full business days following prior to the satisfaction of Closing Date. The Issuers will permit you to examine and package such Offered Securities for delivery at least one full business day prior to the Closing Date. The Initial Purchasers have advised the Issuers that the Initial Purchasers propose to offer the Offered Securities for resale upon the terms and conditions set forth in this Agreement required and as may be set forth in the Offering Memorandum. Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Issuers that it (i) has not and will not solicit offers for, or offer or sell, such Offered Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, and has not engaged and will not engage in any directed selling efforts in connection with the Offered Securities and has complied and will comply with the offering restrictions requirement of Regulation S, (ii) will solicit offers for such Offered Securities pursuant to Rule 144A, Regulation S or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Offered Securities, as part of its distribution thereof, only to, respectively, (A) in the case of offers inside the United States, persons in the United States whom it reasonably believes to be satisfied prior Qualified Institutional Buyers or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the consummation Initial Purchasers that each such account is a Qualified Institutional Buyer, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the purchase United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause -------- ------- (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors" contained or to be contained in the Offering Memorandum. Each Initial Purchaser severally agrees that, at or promptly after confirmation of sale of the Offered Securities, other than a sale pursuant to Rule 144A, such Initial Purchaser Junior will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Securities hereunderfrom it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not to be offered or sold within the United States or to, but in no event earlier than 15 business or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the applicable Purchase Notice has been given, or at such other time and place as later of the Company date of the commencement of the offering and the Purchaser mutually agree upon closing date, except in writingeither case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. The purchase and sale of Exchangeable Preferred at Terms used above have the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject meanings given to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified them by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.Regulation S."

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell 1,800,000 Firm Securities, (ii) each of the Selling Stockholders agrees to sell the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Selling Stockholder in the next succeeding sentence hereofSchedules 1-A or 1-B hereto, and (iii) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction each of the conditions set forth in this Agreement required Underwriters, severally and not jointly, agrees to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as from the Company and the Purchaser mutually agree upon in writing. The Selling Stockholders, at a purchase and sale price of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery [$ ] per share, an aggregate number of this Agreement subject to satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 2 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold and issuedin definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder from the Company, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds (the "Wired Funds") to the account of the Company. The certificates for the Purchaser Junior Firm Securities by wire transfer, payable that the several Underwriters have agreed to or upon purchase hereunder from the order Selling Stockholders shall be delivered in accordance with the terms of the custody agreement by or on behalf of the Selling Stockholders to the Representative for the respective accounts of the Underwriters against payment by or on behalf of the Underwriters of the aggregate purchase price therefor at closing. Such delivery of and payment for the Firm Securities shall be made at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 2029 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, xx 6:30 A.M., Pacific time, on April __, 1997, or at such other place, time or date as the Representative and the Company in immediately may agree upon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company and the Selling Shareholders will make such certificate or certificates for the Firm Securities available fundsfor checking and packaging by the Representative at the offices of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the facilities of the Depository Trust Company.

Purchase Sale and Delivery of the Securities. The purchase (a) On the basis of --------------------------------------------- the representations, warranties, agreements and sale covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and Xxxx X.X. Xxxxxxx, the Selling Stockholder, agrees to sell, to each of the Purchaser Junior Securities (other than the purchase Underwriters, and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction each of the conditions set forth in this Agreement required Underwriters, severally and not jointly, agrees to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as from the Company and Xxxx X.X. Xxxxxxx, at a purchase price of $[________] per share, the Purchaser mutually agree upon in writing. The purchase and sale number of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule I hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and Xxxx X.X. Xxxxxxx to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP at 9:30 A.M., New York City time, on __________, 2000, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representatives at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Great Wolf Parties agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities (other than in the purchase and sale of shares of Exchangeable Preferred respective amounts set forth on Schedule I hereto from the Issuers at the Initial Closing which shall take place as price set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingon Schedule I hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuers at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Great Wolf Parties to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on April 7, 2010, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of the Purchaser Junior Securities (other than the purchase covenants herein contained and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually Guarantors agree upon in writing. The purchase to issue and sale of Exchangeable Preferred at sell to the Initial Closing shall take place at Purchasers, and the aforesaid offices simultaneously with Initial Purchasers agree severally, but not jointly, to purchase, the execution and delivery principal amount of this Agreement subject to satisfaction of the conditions Securities set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at opposite such Initial ClosingPurchaser's name on Schedule I hereto, at 97.25% of their principal amount. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or 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 Purchaser Junior Securities by wire transfershall be made at the offices of Xxxxxx & Xxxxxxx, payable to 000 X. 0xx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, at 7:00 A.M., Los Angeles time, on May 13, 1998, or upon at such other place, time or date as the order of Initial Purchasers and the 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 Securities available for checking and packaging by the Initial Purchasers at the offices of BT Alex. Xxxxx Incorporated in immediately available fundsNew York, New York or such other place as BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers and the Initial Purchasers agree to purchase from the Company, at a purchase price of 97% of the aggregate principal amount thereof (other than the purchase and sale of shares of Exchangeable Preferred “Purchase Price”), plus accrued interest, if any, from December 6, 2004 to the Closing Date, the Firm Securities. Each Security will be convertible at the Initial Closing which shall take place as option of the holder into a combination of cash and the Underlying Securities at the conversion price set forth in the next succeeding sentence hereof) Securities (the “Conversion Price”), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Firm Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to the consummation accounts of the purchase Initial Purchasers, and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously deposited with the execution and delivery of this Agreement subject to satisfaction of Trustee as custodian for DTC on the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)Date, against payment by or on behalf of the Purchaser of Initial Purchasers to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. Delivery of and payment for the Firm Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York City time, on the third full business day following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the “Closing Date”. (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.)

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell 1,000,000 Firm Securities, and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of [$ ] per share, an aggregate number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 2 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold and issuedin definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder from the Company, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds (the "Wired Funds") to the account of the Company. The certificates for the Purchaser Junior Option Securities by wire transfer, payable that the several Underwriters have agreed to or upon purchase hereunder from the order Selling Stockholders shall be delivered in accordance with the terms of the custody agreement by or on behalf of the Selling Stockholders to the Representative for the respective accounts of the Underwriters against payment by or on behalf of the Underwriters of the aggregate purchase price therefor at any such closing. Such delivery of and payment for the Firm Securities shall be made at the offices of Gibsxx, Xxnn & Xrutxxxx XXX, 2029 Xxxxxxx Xxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, xx 6:30 A.M., Pacific time, on April __, 1997, or at such other place, time or date as the Representative and the Company in immediately may agree upon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available fundsfor checking and packaging by the Representative at the offices of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the facilities of the Depository Trust Company.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as set forth in Company agrees to issue and sell and the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction Selling Securityholders agree to sell to each of the conditions set forth in this Agreement required to be satisfied prior to the consummation Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as from the Company and the Purchaser mutually agree upon in writing. The Selling Securityholders, at a purchase and sale price of Exchangeable Preferred at $________ per share, the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery number of this Agreement subject to satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 1 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form Company and substance reasonably specified by Huff, xxbject the Selling Securityholders at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order account of the Company and the Custodian. Such delivery of and payment for the Firm Securities shall be made at the offices of Alstxx & Xird LLP, 1201 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000 xx 9:30 A.M., New York time, on October __, 1997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPCompany agrees to issue and sell to, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction and each of the conditions set forth in this Agreement required Selling Stockholders agrees to be satisfied prior to the consummation sell to, each of the purchase Underwriters, and sale each of the Purchaser Junior Securities hereunderUnderwriters, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenseverally and not jointly, or at such other time and place as agrees to purchase from the Company and the Purchaser mutually agree upon in writing. The Selling Stockholders, at a purchase and sale price of Exchangeable Preferred at $_______ per share, the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery number of this Agreement subject to satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 1 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form Company and substance reasonably specified by Huff, xxbject the Selling Stockholders at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same- day funds (the "Wired Funds") to or upon the order account of the Company and the Selling Stockholders, as their interests appear. Such delivery of and payment for the Firm Securities shall be made at the offices of ________________________________ at 9:30 A.M., New York time, on ________, 1997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $________ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, against payment shall be delivered by or on behalf of the Purchaser Company to Meridian Capital Group, Inc. for the respective accounts of the Underwriters, against payment to the Company by or on behalf of the Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in next-day funds to or upon the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Xxxx & Xxxxx Professional Corporation, 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 8:30 A.M. Los Angeles time, on _______________, 1998, or at such other place, time or date as the Representatives and the Company in immediately may agree upon or as the Representatives may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the "FIRM CLOSING DATE." The Company will make such certificate or certificates for the Firm Securities available fundsfor checking and packaging by the Representatives at least 24 hours prior to the Firm Closing Date at such location as may be designated by the Representatives.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (other than plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.000% of the principal amount thereof. Payment of the purchase price for, and sale delivery of shares of Exchangeable Preferred at certificate(s) for, the Initial Closing which Securities shall take place as set forth in the next succeeding sentence hereof) shall take place be made at the offices of Proskauer Rose LLPDeutsche Bank Securities Inc., 1585 Xxxxxxxx60 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xxthin two (at 10:00 a.m. New York time, on December 2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, 2005 or at such other time and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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 Company Representatives, DTC and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsagree.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell $100,000,000 aggregate principal amount of Securities, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the principal amount of Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriters in the next succeeding sentence hereof) shall take place Schedule 1 hereto at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction a purchase price equal to - % of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingprincipal amount thereof. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form as instructed by the Underwriters for the Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Underwriters request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Underwriters for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Securities by wire transfershall be made at the offices Cadwalader, payable to Wickersham & Taft, 100 Maiden Lane, New York, New York at 00:00 X.X., Xxx Xxxx xime, xx Sxxxxxxxx - , 0000, xx xx xxxx xxxxx place, time or upon date as the order of Underwriters and the Company may agree upon or as the Underwriters may determine pursuant to Section 12 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 the Securities available for checking and packaging by the Underwriters at the offices in immediately available fundsNew York, New York of Cadwalader, Wickersham & Taft at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPPurchaser, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Initial Purchaser mutually agree upon in writingagrees to purchase from the Company, 294,118 Units at a purchase price of $79.90 per Unit. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial 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. Such delivery of and payment for the Securities shall be made at 10:00 a.m., New York time, on May 20, 1997, or at such other place, time or date as the Initial Purchaser, 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 has requested that the Closing Date be scheduled to occur five business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company will make certificates for such Securities available for checking and packaging by the Initial Purchaser Junior at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date. Securities to be represented by wire transferone or more definitive global Securities in book-entry form will be deposited on the Closing Date, payable to by or upon the order on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in immediately available funds.the name of Cede & Co.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, SDI Acquisition agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, jointly and not severally, agree to purchase the Securities from SDI Acquisition at 97.0% of their principal amount, in the respective principal amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingopposite their names on Schedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject SDI Acquisition at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of SDI Acquisition to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 SDI Acquisition 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 Purchaser Junior Securities shall be made at the offices of White & Case LLP, 1144 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 a.m., New York time, on December 15, 1998, or at such other place, time or date as the Initial Purchasers, on the one hand, and SDI Acquisition, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." SDI Acquisition will make such certificate or certificates for the Notes available for checking and packaging by wire transferthe Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, payable New York, or at such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $9.45 per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company at least 48 hours prior to the Firm Closing Date. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Xxxxxxx & Xxxx, S.C., 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx at 9:30 A.M., Milwaukee time, on October __, 1999, or at such other place, time or date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representative at the offices in Milwaukee, payable to or upon the order Wisconsin of the Company Company's transfer agent or at the offices in immediately available fundsChicago, Illinois of LaSalle St. Securities, LLC at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company the principal amount of Firm Securities set forth opposite its name in Schedule A hereto at a price equal to 97% of the principal amount thereof (other than the “Purchase Price”) and (b) in the event and to the extent that the Underwriter shall exercise the election to purchase Option Securities as provided below, the Company agrees to sell to the Underwriter, and sale of shares of Exchangeable Preferred the Underwriter agrees to purchase from the Company, at the Initial Purchase Price plus accrued interest, if any, from, and including the First Closing Date to, but excluding the date of payment and delivery, the principal amount of Option Securities as to which such election shall take have been exercised. The Company hereby grants to the Underwriter the right to purchase at its election the Option Securities, solely to cover over-allotments. The option granted hereunder will expire 30 days after the date of the Final Prospectus Supplement and may be exercised at any time, and from time to time, in whole or in part upon written notice by the Underwriter to the Company. Such notice shall set forth (i) the aggregate principal amount of Option Securities as to which the Underwriter is exercising the option, and (ii) the time, date and place as at which the Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date for the Firm Securities; and in the event that such time and date are simultaneous with such First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery to the Underwriter of and payment for the Firm Securities and such Option Securities). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Underwriter and shall not be earlier than two business days after delivery of such notice of exercise. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, initially on the terms set forth in the next succeeding sentence hereof) Registration Statement, the Time of Sale Prospectus and the Prospectus, its Securities as soon after the Transaction Documents have been executed and the Registration Statement has been declared effective as the Underwriter, in its sole judgment, has determined is advisable and practicable. Payment for the Securities shall take place be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter in the case of the Firm Securities, at the offices of Proskauer Rose LLPLxxxxx & Wxxxxxx LLP at 10:00 a.m. New York City time on February 13, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given2020, or at such other time not later than seven full business days thereafter as the Underwriter and the Company determine (such time being herein referred to as the “First Closing Date”), or, in the case of the Option Securities, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Securities, provided that the Company is given at least two business days’ notice (each such time and date being herein referred to as an “Option Closing Date”). Payment for the Securities to be purchased on the First Closing Date or any Option Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company and (“DTC”), for the Purchaser mutually agree upon account of the Underwriter of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in writingconnection with the sale of such Securities duly paid by the Company. The purchase and sale of Exchangeable Preferred Global Note will be made available for inspection by the Underwriter at the Initial Closing shall take place at offices of Lxxxxx & Wxxxxxx LLP not later than 5:00 p.m., New York City time, on the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied business day prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each First Closing hereunder the Company shall deliver to the Purchaser one Date or more certificates representing any capital stock being sold and issuedOption Closing Date, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as case may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsbe.

Purchase Sale and Delivery of the Securities. The purchase and sale (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 Purchaser, and the Initial Purchaser Junior agrees to purchase from the Company, at a purchase price of 97.0% of the principal amount thereof, plus accrued interest from November 17, 1997, if any, to the Firm Closing Date (as defined), the Firm Securities. The Firm Securities to be delivered shall be delivered by the Company in the form of one or more Global Securities delivered on behalf of the Company to the Depositary Trust Company (other than "DTC"), and registered in the name of Cede & Co., as DTC's nominee, for the account of the Initial Purchaser, against payment by wire transfer on the Firm Closing Date to the Company by or on behalf of the Initial Purchaser of the purchase and sale of shares of Exchangeable Preferred at price therefor in immediately available funds. Such payment for the Initial Closing which Firm Securities shall take place as set forth in the next succeeding sentence hereof) shall take place be made at the offices of Proskauer Rose LLPKing & Xxxxxxxx, 1585 Xxxxxxxx0000 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 0000000000 at 9:30 A.M., xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunderNew York time, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenon November 17, 1997, or at such other place, time or date as the Initial Purchaser and the Company may agree upon or as the Initial Purchaser may determine pursuant to Section 9 hereof, such time and place date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Initial Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction in New York, New York of the conditions set forth in this Agreement required to be satisfied Trustee at least 24 hours prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Firm Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsDate.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, covenants, and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters, severally and not jointly, agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite such Underwriters' respective names in Schedule I hereto; provided, however, that the Company shall have no obligation to sell any of the Underwriters' Securities unless the Underwriters purchase all of the Underwriters' Securities. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities." Except as otherwise provided in this Section 2, payment of the purchase price for, and sale of shares of Exchangeable Preferred at delivery of, the Initial Closing which shall take place Underwriters' Securities to be purchased by the Underwriters as set forth in the next succeeding sentence hereof) on Schedule I attached hereto shall take place be made at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, Bear Xxxxxxx or at such other time place in the New York City metropolitan area as you shall determine and place as advise the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred writing at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied least two business days prior to the consummation Closing Time, on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), or such other time and date as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made to the Company by wire transfer of same day funds payable to the account of the purchase and sale Company specified by it against delivery to you of the Exchangeable Preferred at such Initial ClosingUnderwriters' Securities to be purchased by the Underwriters. At each Closing hereunder the Company Such Securities shall deliver to the Purchaser be represented by one or more global certificates representing any capital stock being sold and issued(in the form provided in the Indenture) which will be deposited with a custodian for, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in the name of Cede & Co. ("Cede") as nominee of, The Depository Trust Company; beneficial interests in such name or names global certificates will be shown on the records maintained by The Depository Trust Company for the accounts of its participants, including the U.S. depositaries of Xxxxxx Guaranty Trust Company of New York, Brussels office, as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf operator of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsEuroclear system ("Euroclear") and Cedelbank.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Issuers hereby agree to issue and sell the Securities to the several Initial Purchasers, and (ii) each Initial Purchaser Junior hereby agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 97.302% of the principal amount thereof (the "Purchase Price"), the respective principal amount of Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in Schedule I hereto opposite the next succeeding sentence hereof) name of such Initial Purchaser, plus accrued interest, if any, from March 10 to the Closing Date. Delivery of and payment of the Purchase Price for the Securities shall take place be made in your offices at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin or at such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York time, on March 10, 1997, or at such other time as shall be agreed upon by you and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Securities shall be made to you for your account against payment of the purchase price for the Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Closing Date. The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two (2) full business days following prior to the satisfaction of Closing Date. The Issuers will permit you to examine and package such Securities for delivery at least one full business day prior to the Closing Date. The Initial Purchasers have advised the Issuers that the Initial Purchasers propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement required and in the Offering Memorandum. Each of the Initial Purchasers hereby, severally, and not jointly, represents and warrants to, and agrees with, the Issuers that it (i) has not and will not solicit offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, (ii) will solicit offers for such Securities pursuant to Rule 144A or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution thereof, only to, respectively, (A) persons in the United States whom it reasonably believes to be satisfied qualified institutional buyers within the meaning of Rule 144A ("Qualified Institutional Buyers") and (B) institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, provided, however, that each such "accredited investor" must complete and deliver to such Initial Purchaser an investment letter substantially in the form of Annex A to the Offering Memorandum prior to acceptance of any order, (iii) is a Qualified Institutional Buyer, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the consummation merits and risks of an investment in the Securities and (iv) will, during its initial distribution of the purchase and sale Securities, unless prohibited by applicable law, furnish to each person to whom it offers any Securities a copy of the Purchaser Junior Securities hereunderPreliminary Offering Memorandum or inform each such person that a copy of such Preliminary Offering Memorandum is available upon request and will, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction during its initial distribution of the conditions set forth in this Agreement required Securities, furnish to be satisfied prior each person to the consummation whom it sells any Securities a copy of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsOffering Memorandum.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place on SCHEDULE 1 hereto at the offices 97.0% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuers at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds), net of the Initial Purchasers' overnight cost of such funds, to such account or accounts as the 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 Purchaser Junior Se- curities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on July 25, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Issuers will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of BT Securities Corporation in New York, payable New York, or at such other place as BT Securities Corporation may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling Securityholders, severally and not jointly, agrees to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_______ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 2 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and each of the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account designated by the Company and each of the Selling Securityholder. Such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Bakex & Xottx, payable X.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000 xx 9:30 A.M., New York City time, on ____________, 1997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to or upon Section 11 hereof, such time and date of delivery against payment being herein referred to as the order "Firm Closing Date". The Company and each of the Company Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available funds.New York, New York of the Company's transfer

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, you agree to purchase from the Company, at a purchase price of 98.5% of the principal amount thereof, plus accrued interest, if any, from December 16, 1996 to the Closing Date. Delivery of and payment of the purchase and sale of shares of Exchangeable Preferred price for the Firm Securities shall be made in your offices at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin or at such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York time, on December 16, 1996, or at such other time as shall be agreed upon by you and the Company. The time and date of such delivery and payment are herein called the "Closing Date." Delivery of the Securities shall be made to you for your account against payment of the purchase price for the Securities by wire transfer of immediately available funds to an account or accounts to be designated by the Company at least one business day prior to the Closing Date, and the Company shall promptly reimburse you for the costs of obtaining such funds. The Securities shall be registered in such name or names and in such authorized denominations as you may request in writing at least two (2) full business days following prior to the satisfaction of Closing Date. The Company will permit you to examine and package such Securities for delivery at least one full business day prior to the Closing Date. The Initial Purchasers have advised the Company that they propose to offer the Securities for resale upon the terms and conditions set forth in this Agreement required and in the Offering Memorandum. The Initial Purchasers hereby, severally, and not jointly, represent and warrant to, and agree with, the Company that they (i) have not and will not solicit offers for, or offer or sell, such Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, (ii) will solicit offers for such Securities pursuant to Rule 144A or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Securities, as part of its distribution, only to, respectively, (A) persons in the United States whom it reasonably believes to be satisfied qualified institutional buyers within the meaning of Rule 144A ("Qualified Institutional Buyers") and (B) institutional "accredited investors," as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, provided, however, that such "accredited investor" must complete and deliver to it an investment letter substantially in the form of Annex A to the Offering Memorandum prior to acceptance of any order, (iii) are Qualified Institutional Buyers, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the consummation merits and risks of an investment in the Securities and (iv) will, during their initial distribution of the purchase and sale Securities, unless prohibited by applicable law, furnish to each person to whom they offer any Securities a copy of the Purchaser Junior Securities hereunderPreliminary Offering Memorandum or inform each such person that a copy of such Preliminary Offering Memorandum is available upon request and will, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction during their initial distribution of the conditions set forth in this Agreement required Securities, furnish to be satisfied prior each person to the consummation whom they sell any Securities a copy of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsOffering Memorandum.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of (i) $___ per share, the number of Reserved Shares (as defined herein) and (ii) $___ per share, the number of Firm Securities (other than excluding the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as Reserved Shares) set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on ____________, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representatives at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than 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 Purchasers, and Purchasers agree to purchase from the Company, 55,000 shares of Series A Stock at $100.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Series A Stock, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of Three Hundred Thirty Thousand (330,000) shares of Exchangeable Preferred at the Initial Closing which shall take place Common Stock, subject to adjustment as set forth in the next succeeding sentence hereofWarrants in the respective amounts shown on the signature page hereto. The closing of the transactions described herein (the “Closing”) shall take place at a time and on a date (the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2“Closing Date”) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to specified by the consummation of parties, which will be no later than 5:00 p.m. (Pacific time) on August 5, 2004. On the purchase and sale of the Purchaser Junior Securities hereunderClosing Date, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver (a) certificates in definitive form for the Series A Stock that the Purchasers have agreed to the Purchaser one or more certificates representing any capital stock being sold and issuedpurchase, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as well as the Purchaser shall request upon notice Warrants, in the names and amounts set forth on the signature page hereto, (b) the Due Diligence Fee of $275,000, payable by wire transfer of immediately available funds to an account of MAG previously designated by it in writing, (c) the Companybroker fee of $275,000 as set forth in Paragraph 2(v) by wire transfer of immediately available funds to an account of Ascendiant Securities, together with all such other Transaction Documents as may be reasonably specified LLC previously designated by Huffit in writing, xxbject to Purchaser's reasonable approval (in form d) the Subscription Agreement, Certificate of Designation and substance reasonably specified by HuffRegistration Rights Agreement, xxbject to the Purchaser's reasonable approval), against payment by or each duly executed on behalf of the Purchaser Company, and (e) and Opinion of Counsel in the form attached hereto as Exhibit C. On the Closing Date, Purchasers shall deliver (i) the Purchase Price by wire transfer of immediately available funds to an account previously designated in writing, and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the purchase price for Purchasers and MAG. The Closing will will occur when all documents and instruments necessary or appropriate to effect the Purchaser Junior Securities transactions contemplated herein are exchanged by wire transfer, payable the parties and all actions taken at the Closing will be deemed to or upon the order of the Company in immediately available fundsbe taken simultaneously.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuer and the Guarantors agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase $115,000,000 aggregate principal amount of the Notes (including the related Guarantees) in the respective amounts set forth in the next succeeding sentence hereof) shall take place opposite their respective names on Schedule II attached hereto at the offices 97.25% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes and issuedGuarantees that the Initial Purchasers have agreed to purchase hereunder, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Issuer 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on August 1, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Issuer will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of BT Securities Corporation in New York, payable New York, or at such other place as BT Securities Corporation may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. (a) The purchase Firm Securities. You have advised the Company that you have made and sale will make an offering of the Purchaser Junior Firm Securities (other than purchased by you hereunder on the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as terms to be set forth in the next succeeding sentence hereofFinal Circular and in this Agreement, as soon after this Agreement is entered into as in your judgment is advisable. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Company $500,000,000 of the aggregate principal amount of Firm Securities set forth opposite their name on Schedule A attached hereto at a purchase price of 100% of the principal amount thereof (the "Purchase Price") plus accrued interest, if any, from February 7, 2000 to the date of payment and delivery. Delivery of definitive certificates for the Firm Securities to be purchased by the Initial Purchasers and payment therefor shall take place be made by the Company and the Initial Purchasers at the offices of Proskauer Rose Xxxxxxx Phleger & Xxxxxxxx LLP, 1585 XxxxxxxxTwo Embarcadero Place, Xxx 0000 Xxxx Xxxx, Xxx Xxxx 00000Xxxx, xxthin two Xxxxxxxxxx 00000 (2or at such other place as may be agreed upon among the Initial Purchasers and the Company), at 6:00 A.M., San Francisco time, (i) on the third (3rd) full business days day following the satisfaction of the conditions set forth in first day that Securities are traded, (ii) if this Agreement required to be satisfied prior to is executed and delivered after 1:30 p.m., San Francisco time, the consummation of fourth (4th) full business day following the purchase day that this Agreement is executed and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, delivered or (iii) at such other time and place date not later than seven (7) full business days following the first day that Securities are traded as the Company Initial Purchasers and the Purchaser mutually agree upon Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 8 hereof), such time and date of payment and delivery being herein called the "First Closing Date"; provided, however, that if the Company has not made available to the Initial Purchasers copies of the Final Circular within the time provided in writingSection 2(e) hereof, the Initial Purchasers may, in its sole discretion, postpone the First Closing Date until no later that two (2) full business days following delivery of copies of the Final Circular to the Initial Purchasers. The purchase and sale of Exchangeable Preferred at certificates (including one or more global certificates), if any, for the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required Firm Securities to be satisfied so delivered will be made available to FleetBoston Xxxxxxxxx Xxxxxxxx Inc. at such office or at such other location including, without limitation, in New York City, as FleetBoston Xxxxxxxxx Xxxxxxxx Inc. may reasonably request for checking at least one (1) full business day prior to the consummation First Closing Date and will be in such names and denominations as FleetBoston Xxxxxxxxx Xxxxxxxx Inc. may request, such request to be made at least two (2) full business days prior to the First Closing Date. To the extent that the Initial Purchasers so elect, delivery of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver Firm Securities held in global certificates may be made by credit through full fast transfer to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of accounts at The Depository Trust Company ("DTC") designated by the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsInitial Purchasers.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company agrees to issue and sell to the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPPurchaser, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Initial Purchaser mutually agree upon in writingagrees to purchase from the Company, the Notes at 97% of their principal amount and the Preferred Stock, at 96% of their liquidation preference. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all in definitive form for each of the warrants (including without limitation Securities that the Transaction Fee Warrants) Initial Purchaser has agreed to purchase hereunder, and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial 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 Securities shall be made at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 A.M., New York time, on February 26, 1998, or at such other place, time or date as the Initial Purchaser, 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 certificates for the Securities available for checking and packaging by the Initial Purchaser Junior Securities by wire transferat the offices of BT Alex. Xxowx Xxxorporated in New York, payable New York, or at such other place as BT Alex. Xxowx Xxxorporated may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale 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 Purchaser, and Purchaser Junior Securities (other than agree to purchase from the Company, 12,000 shares of Series A Stock at $100.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Series A Stock, for no additional consideration, the Purchaser and MAG will receive Warrants to purchase up to an aggregate number of shares of Exchangeable Preferred at the Initial Closing which shall take place Common Stock as set forth in the next succeeding sentence hereofRegistration Rights Agreement attached hereto as Exhibit D, subject to adjustment as set forth in paragraph 1 above. The closing of the transactions described herein (the "CLOSING") shall take place at a time and on a date (the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2"CLOSING DATE") business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to specified by the consummation of parties, which will be no later than 5:00 p.m. (Pacific time) on October 29, 2004. On the purchase and sale of the Purchaser Junior Securities hereunderClosing Date, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to (a) certificates in definitive form for the Purchaser one or more certificates representing any capital stock being sold Series A Stock in the names and issuedamounts set forth on the signature page hereto, one or more (b) Warrants, in the names and amounts set forth on the signature page hereto, (c) the Subscription Agreement, Certificate of Designation and Registration Rights Agreement, each duly executed warrants representing all on behalf of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents and (d) the Opinion of Counsel in the form attached hereto as may be reasonably specified Exhibit C. On the Closing Date, Purchaser shall deliver (i) 50% of the Purchase Price or $600,000 by Huff, xxbject wire transfer of immediately available funds to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject an escrow account mutually acceptable to the Purchaser's reasonable approval)parties, against payment by or and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the Purchaser and MAG. The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the escrow holder shall release (a) to the Company, the sum of $470,000, (b) to MAG, the Due Diligence Fee or $60,000, and the legal fees in the amount of $10,000, and (c) to Ascendiant Securities, LLC, the sum of $60,000. Provided that Company is not in default under Paragraph 10(i) (iv) or (v) hereof, the Purchaser covenants and agrees to pay, within two trading days after Company files the Registration Statement (as defined in Paragraph 9 below), the balance of the purchase price for Purchase Price or $600,000, to the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsCompany.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale conditions herein set forth, the Issuer and, at and as of shares of Exchangeable Preferred at the Effective Time, the Company and the Guarantors agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase, the Securities in the respective amounts set forth in on Schedule 1 hereto from the next succeeding sentence hereof) shall take place Issuer at the offices 97% of Proskauer Rose LLPtheir principal amount. The Company agrees, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to immediately upon the consummation of the purchase and sale Recapitalization Merger, to assume all of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after Issuer's obligations under the applicable Purchase Notice has been given, or at such other time and place as the Company Notes and the Purchaser mutually agree upon in writingIndenture. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer of federal (same day) funds to such account or accounts as the Issuer 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 Purchaser Junior Securities shall be made at the offices of Dechert Price & Xxxxxx, 00 Xxxxxxxxxxx Xxxxx, New York, New York at 9:00 A.M. (New York time), on August 4, 1998, or at such other place, time or date not later than seven full business days thereafter as the Initial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Issuer will make such certificate or certificates for the Notes available for checking and packaging by wire transferthe Initial Purchasers at the offices of Dechert Price & Xxxxxx in New York, payable New York, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters, and the Underwriters agree to purchase from the Company, at a purchase price of $________ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of each Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that each Underwriter has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representative for the account of each such Underwriter, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price for the Purchaser Junior Securities therefor by wire transfertransfer or certified or official bank check or checks payable in federal (same day) funds, payable to or upon the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Friedman, Billings, Xxxxxx & Co., Inc., Potomac Tower, 0000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 at 9:30 A.M., Washington D.C. time, on ____________, 1997, or at such other place, time or date as the Representative and the Company may agree upon or as the Representative may determine, pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representative at the offices in immediately available fundsNew York of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date. Time shall be of the essence, and delivery at the time and place specified in the Agreement is a further condition to the obligations of the Underwriters.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, at a purchase price of $___ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request Representative requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Selling Stockholder at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Selling Stockholder to the Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds (the "Wired Funds") to the account of the Selling Stockholder. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx, 00000 at 9:30 A.M., California time, on September 16, 1997, or at such other place, time or date as the Representative and the Selling Stockholder may agree upon or as the Representative may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Selling Stockholder will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representative at the offices in New York, payable to or upon the order New York of the Company in immediately available funds.Company's transfer agent or registrar at least 24 hours prior to the Firm

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (other than i) the purchase and sale of Company agrees to sell the 2,500,000 shares of Exchangeable Preferred common stock constituting Firm Securities, (ii) each of the Underwriters agrees to purchase from the Company, at the Initial Closing which shall take place as a purchase price of $______ per share, an aggregate number of Firm Securities set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold and issuedin definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder from the Company, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon written notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of EBI Securities Corporation, 0000 Xxxxx Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, at 7:30 a.m., Mountain time, on _____________________, 1999, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transfer, payable to or upon the order Representatives at the offices of the Company in immediately available fundsCompany's transfer agent or registrar at least 24 hours prior to the Firm Closing Date or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the book-entry facilities of the Depository Trust Company.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Issuer the respective number of Underwritten Securities set forth such Underwriter’s name in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof, at a price per Share and accompanying Warrant of $2.82 (the “Purchase Price”), and the purchase price for each Pre-Funded Warrant and accompanying Warrant shall be the Purchase Price less $0.00094 per Pre-Funded Warrant Share. The Issuer hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase all or any portion of the Option Securities as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $2.819 per share and sale the purchase price to be paid by the Underwriters for the Option Warrants shall be $0.001 per each Option Warrant. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Issuer (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Securities as to which the option is being exercised, and the date and time when the Option Securities are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Issuer and the Underwriter otherwise agree. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the Purchaser Junior Securities (other than the purchase and sale total number of shares of Exchangeable Preferred the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) to be sold hereunder is to be made in immediately available funds against delivery of Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) to the Representative for the several accounts of the Underwriters. Such payment is to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the Initial second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon, such time and date being herein referred to as the “Closing which Date.” Delivery of the Shares and the Option Shares (if the option provided for in Section 2 hereof shall take place as set forth in have been exercised on or before the next succeeding sentence hereofsecond business day immediately preceding the Closing Date) shall take place at be made through the offices facilities of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin the Depository Trust Company and delivery of the Warrants and Option Warrants (if the option provided for in Section 2 hereof shall have been exercised on or before the second business day immediately preceding the Closing Date) shall be made by physical delivery to be received by the Representative no later than two (2) business days following the satisfaction of Closing Date or, if applicable, the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingOption Closing Date. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser Payment of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order and delivery of the Company Option Shares and/or the Option Warrants shall be made on an Option Closing Date in immediately available fundsthe same manner. As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (A) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally (and not jointly), agrees to purchase from the Company, at a purchase price of $_______ per share (the "Purchase Price"), the number of Firm Securities set forth opposite the name of such Underwriter in column (other than a) of Schedule 1 hereto and (B) each of the Selling Stockholders severally (and not jointly), agrees to sell to the Underwriters, the number of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule 2 hereto, and each of the Underwriters, severally (and not jointly), agrees to purchase and sale of shares of Exchangeable Preferred from such Selling Stockholders, at the Initial Closing which shall take place as Purchase Price per share, the number of Firm Securities set forth opposite the name of such Underwriter in the next succeeding sentence hereofcolumn (b) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all Company and such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Selling Stockholders at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and such Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order of the Company and such Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York time, on ____________________, 1996, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company and such Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters agree to purchase severally and not jointly from the Company the principal amount of Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in Schedule I hereto at the next succeeding sentence hereof) shall take place purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. Payment for the Securities to be sold hereunder is to be made in New York Clearing House funds by federal funds wire transfer or by certified or bank cashier's checks drawn to the order of the Company for the Securities to be sold by it against delivery of the Securities to the Representatives. Such payment and delivery are to be made at the offices of Proskauer Rose LLPDeutsche Bank Securities Inc., 1585 Xxxxxxxx31 52nd Street, Xxx Xxxx25th Floor, Xxx Xxxx 00000New York, xxthin two (2) business days following the satisfaction New York, at 10:00 a.m. New York xxxx, xx xxx xxxxx xxxxxxxx xxx xxxxx xxx xxxe of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Securities will be registered in such names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Company Representatives, DTC and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsagree.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase Selling Shareholder agree, severally and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject not jointly, to satisfaction sell to each of the conditions Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholder, at a purchase price of $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 1 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Shareholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order accounts of the Company and the Selling Shareholder. Such delivery of and payment for the Firm Securities shall be made at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on __________, 1997, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Shareholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as set forth in Company agrees to issue and sell, and the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPSelling Stockholder agrees to sell, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction to each of the conditions set forth in this Agreement required to be satisfied prior to the consummation Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as from the Company and the Purchaser mutually agree upon Selling Stockholder, at a purchase price of $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in writing. The Schedule 1 hereto, plus any additional number of Securities which such Underwriter may be obligated to purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery pursuant to Section 11 of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingAgreement. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to accounts designated by the Company and the Selling Stockholder. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Xxxxxxx & Xxxxx L.L.P., 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 at 8:30 A.M., Central Standard Time, on December ___, 1996, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representatives at the offices in New York, payable to or upon the order New York of the Company's transfer agent or registrar or of Howard, Weil, Labouisse, Xxxxxxxxxx Incorporated ("Xxxxxx Xxxx") at least 24 hours prior to the Firm Closing Date. The Company in immediately available fundsand the Selling Stockholder shall not be obligated to deliver any Firm Securities on the Firm Closing Date except upon payment for such Firm Securities to be purchased on such date as provided herein.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuer, the Guarantors and the Subordinated Guarantor agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes (including the related Guarantees and Subordinated Guarantee) in the respective amounts set forth in the next succeeding sentence hereof) shall take place opposite their respective names on Schedule I attached hereto at the offices 97.750% of Proskauer Rose LLPtheir principal amount plus accrued interest from September 29, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing2005. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Issuer 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 Purchaser Junior Securities shall be made at the offices of Paul, Weiss, Rifkind, Wharton, & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on September 29, 2005, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at a purchase price of $_____ per share, the number of Firm Securities (other than set forth opposite the purchase and sale name of such Underwriter in Schedule 1 hereto. The Firm Securities shall consist of 2,800,000 shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices Common Stock. The number of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required Firm Securities to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At purchased by each Closing hereunder Underwriter from the Company shall deliver be as nearly as practicable in the same proportion to the Purchaser one total number of Firm Securities being sold by the Company as the total number of Firm Securities to be purchased by such Underwriter bears to the total number of Firm Securities to be purchased by the Underwriters hereunder. One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Purchase Funds") to or upon the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000 xx 9:30 A.M., New York City time, on August 22, 1997; or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities and the Option Securities, as the case may be, available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date or the Option Closing Date, as the case may be.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule I hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the aggregate purchase price therefor by wire transfer in same day funds to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Weil, payable Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time on _____ __, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to or upon Section 9 hereof, such time and date of delivery against payment being herein referred to as the order "Firm Closing Date;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 5(e) hereof, the Representatives may, in their sole discretion, postpone the Firm Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date. If the Representatives so elect, delivery of the Firm Securities may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives.

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of covenants herein contained and subject to the Purchaser Junior Securities (other than terms and conditions herein set forth, the purchase Company agrees to issue and sale of shares of Exchangeable Preferred at sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as on Schedule 1 hereto from the Company and at 94.746% of their ---------- principal amount. On the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser Date, one or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on , 1999, 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 Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of BT Xxxx. Xxxxx Incorporated in New York, payable New York, or at such other place as BT Xxxx. Xxxxx Incorporated may designate, at least 18 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior --------------------------------------------- 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $15.00 per share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in same day funds to or upon the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 11:00 A.M., New York time, on December 23, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuer and the Guarantors agree to issue and sell to the Initial Closing which shall take place as Purchasers, and each of the Initial Purchasers agrees, acting severally and not jointly, to purchase the Notes (including the related Guarantees), at 97.225% of their principal amount, in the respective principal amounts set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingopposite their names on Schedule I hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or accounts as the Issuer 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 Purchaser Junior Securities shall be made at the offices of Winston & Straxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on November 19, 1997, or at such other place, time or date as the Initial Purchasers and the Issuer may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Issuer will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York or such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date. The Issuer agrees to pay any transfer taxes payable in connection with the initial delivery to or upon the order Initial Purchasers of the Company in immediately available fundsSecurities.

Purchase Sale and Delivery of the Securities. The purchase On the basis of --------------------------------------------- the representations, warranties, agreements and sale of covenants herein contained and subject to the Purchaser Junior Securities (other than terms and conditions herein set forth, the purchase Company agrees to issue and sale of shares of Exchangeable Preferred at sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company in the respective amounts of Securities set forth in the next succeeding sentence hereof) shall take place opposite its name on Schedule 3 hereto at the offices 97.0% ---------- of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval Company at least thirty-six (in form and substance reasonably specified by Huff, xxbject 36) hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers on the Closing Date, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price for the Purchaser Junior Securities therefor by wire transfertransfer (same day funds), payable net of the overnight cost of such funds, to such account or upon accounts as the order Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The Securities 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 Securities sold pursuant to the offering of the Securities. Such delivery of and payment for the Securities shall be made at the offices of Winston & Xxxxxx, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, at 10:00 A.M., Chicago time, on September 18, 1997, 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 Securities available for checking and packaging by the Initial Purchasers at the offices Winston & Xxxxxx of in immediately available fundsChicago, Illinois, or at such other place as BancAmerica Securities, Inc. may designate, at least twenty-four (24) hours prior to the Closing Date. It is understood that each certificate evidencing the Securities shall bear a legend to the following effect, unless the Company and the Trustee determine otherwise consistent with applicable law: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATED SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR FOREIGN SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), TO REQUIRE THAT A TRANSFER NOTICE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. The Company hereby agrees, to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Securities.

Purchase Sale and Delivery of the Securities. The purchase and sale On the --------------------------------------------- basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale conditions herein set forth, the Company agrees to issue and sell to each of shares of Exchangeable Preferred at the Initial Closing which shall take place as Purchasers, and each of the Initial Purchasers severally agrees to purchase from the Company, at a price of $96.50 per share, the number of Shares set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction opposite their respective names on Schedule A hereto. The obligations of the conditions set forth in Initial Purchasers under this Agreement required to be satisfied prior to the consummation of the purchase are several and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingnot joint. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Shares that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the each Initial Purchaser shall request -- requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price for the Purchaser Junior Securities therefor, by wire transfer, transfer payable to or upon the order of the Company in immediately available funds. Such delivery of and payment for the Shares shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx on or about 9:00 A.M., New York City time, on January 23, 1997 (the Company having requested, and the Initial Purchasers having agreed to such date in order for certain conditions to the Initial Purchasers' obligations to be able to be satisfied) or at such other place, time or date as the Initial Purchasers and the 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 Shares available for checking and packaging by the Initial Purchasers at the offices in New York, New York of BT Securities Corporation at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuers agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes (and the related Guarantees) in the respective amounts set forth in the next succeeding sentence hereof) shall take place opposite their respective names on Schedule II attached hereto at the offices [ ]% of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingtheir principal amount. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes and issuedGuarantees that the Initial Purchasers have agreed to purchase hereunder, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuers at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the 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 Purchaser Junior Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on November 14, 1996, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Issuers will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of BT Securities Corporation in New York, payable New York, or at such other place as BT Securities Corporation may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (other than plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment of the purchase price for, and sale delivery of shares of Exchangeable Preferred at certificate(s) for, the Initial Closing which Securities shall take place as set forth in the next succeeding sentence hereof) shall take place be made at the offices of Proskauer Rose LLPDeutsche Bank Securities Inc., 1585 Xxxxxxxx60 Wall Street, Xxx Xxxx3rd Floor, Xxx Xxxx 00000New York, xxthin two New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (2) As used herein, "business days following day" means a day on which the satisfaction New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the conditions set forth Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in this Agreement required to be satisfied book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the consummation of Closing Date. The single global certificate will be made available for inspection by the purchase and sale of Representatives at least one business day prior to the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or Closing Date at such other time and place as the Company Representatives, DTC and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsagree.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Company and the Subsidiary Guarantors agree to issue and sell to the Initial Closing which shall take place Purchaser, and the Initial Purchaser agrees to purchase from the Company and the Subsidiary Guarantors 50,000 Units at a purchase price of $960.00 per Unit. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as set forth in Jeffxxxxx & Xompany, Inc. requests upon notice to the next succeeding sentence hereof) shall take place Company at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied least 24 hours prior to the consummation Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchaser, against payment by or on behalf of the Initial 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. Such delivery of and sale of payment for the Purchaser Junior Securities hereundershall be made at 10:00 a.m., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York time, on April 17, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and place date of delivery against payment being herein referred to as the "Closing Date." The Company has requested that the Closing Date be scheduled to occur five business days after the date of this Agreement in order to provide sufficient time to satisfy the conditions for closing set forth in Section 7 below. With respect to Securities to be delivered in definitive certificated form, the Company and the Subsidiary Guarantors will make certificates for such Securities available for checking and packaging by the Initial Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take offices of Jeffxxxxx & Xompany, Inc. in New York, New York, or at such other place as Jeffxxxxx & Xompany, Inc. may designate, at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied least 24 hours prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingClosing Date. At each Closing hereunder the Company shall deliver Securities to the Purchaser be represented by one or more certificates representing any capital stock being sold and issueddefinitive global Securities in book-entry form will be deposited on the Closing Date, one by or more executed warrants representing all on behalf of the warrants Company, with The Depository Trust Company (including without limitation "DTC") or its designated custodian. As additional compensation to the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of Initial Purchaser, the Company being sold, all agrees to issue to the Initial Purchaser (in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 24 hours prior to the Purchaser's reasonable approvalClosing Date) at the Closing Date, for no additional consideration, warrants to purchase initially 127,972 shares of Common Stock at an initial exercise price of $.01 per share of Common Stock (the "Additional Warrants"), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior 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 Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $[ ] per Preferred Share, the number of Firm Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite the name of such Underwriter in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writingSchedule 1 hereto. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company. Such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of [Winston & Xxxxxx, 00 Xxxx Xxxxxx Xxxxx, Chicago, Illinois, at 8:30 A.M., Chicago time,] [Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:30 A.M., New York City time] on May [ ], 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by wire transferthe Representatives at the offices in New York, payable to or upon the order New York of the Company in immediately available fundsCompany's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuer, the Guarantors and the Subordinated Guarantor agree to issue and sell to the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPPurchaser, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Initial Purchaser mutually agree upon in writingagrees to purchase, the Notes (including the related Guarantees and Subordinated Guarantee) at 97.750% of their principal amount plus accrued interest from September 29, 2005. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Initial Purchaser shall request requests upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchaser's reasonable approval), against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Issuer 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 Securities shall be made at the offices of Paul, Weiss, Rifkind, Wharton, & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on September 29, 2005, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Initial Purchaser Junior at the offices of Deutsche Bank Securities by wire transferInc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser Junior Securities and the Initial Purchaser agrees to purchase from the Company, at a purchase price of 105% of the aggregate principal amount thereof (other than the purchase and sale of shares of Exchangeable Preferred "Purchase Price"), plus accrued interest from December 6, 2004 to the Closing Date, the Securities. Each Security will be convertible at the Initial Closing which shall take place as option of the holder into a combination of cash and the Underlying Securities at the conversion price set forth in the next succeeding sentence hereof) Securities (the "Conversion Price"), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. One or more global securities representing the Securities shall take place at be registered by the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Trustee in the satisfaction name of the conditions set forth in this Agreement required to be satisfied prior nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the consummation account of the purchase Initial Purchaser, and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously deposited with the execution and delivery of this Agreement subject to satisfaction of Trustee as custodian for DTC on the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)Date, against payment by or on behalf of the Initial Purchaser of to the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds.. Delivery of and payment for the Securities shall be made at the offices of Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 00000 xx 0:30 X.X., Xew Xxxx Xxxx xxxx, xx xxx xxxxxx xxxx xxxxxxxx xay following the date of this Agreement, or at such other place, time or date not later than five business days thereafter as the Initial Purchaser and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Issuer, the Guarantors and the Subordinated Guarantor agree to issue and sell to the Initial Closing which shall take place as Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes (including the related Guarantees and Subordinated Guarantee) in the respective amounts set forth in the next succeeding sentence hereof) shall take place opposite their respective names on Schedule I attached hereto at the offices 99.75% of Proskauer Rose LLPtheir principal amount plus accrued interest from April 1, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing2006. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Initial Purchasers request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Issuer at least 36 hours prior to the Purchaser's reasonable approval)Closing Date, shall be delivered by or on behalf of the Issuer to the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Issuer 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 Purchaser Junior Securities shall be made at the offices of Paul, Weiss, Rifkind, Wharton, & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on April 18, 2006, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuer, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuer will make such certificate or certificates for the Securities available for checking and packaging by wire transferthe Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, payable New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to or upon the order of the Company in immediately available fundsClosing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the purchase terms and sale of shares of Exchangeable Preferred at conditions herein set forth, the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLPCompany agrees to issue and sell to, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction and each of the conditions set forth in this Agreement required Selling Securityholders, severally and not jointly, agrees to be satisfied prior to the consummation sell to, each of the purchase Underwriters, and sale each of the Purchaser Junior Securities hereunderUnderwriters, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenseverally and not jointly, or at such other time and place as agrees to purchase from the Company and the Purchaser mutually agree upon in writing. The Selling Securityholders, at a purchase and sale price of Exchangeable Preferred at $_____ per share, the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery number of this Agreement subject to satisfaction of the conditions Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 2 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form Company and substance reasonably specified by Huff, xxbject the Attorney-in-Fact for the Selling Securityholders at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order of the Company and the Selling Securityholders, as their interests may appear. Such delivery of and payment for the Firm Securities shall be made at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, California at 9:30 A.M., New York time, on December __, 1999 or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than the purchase representations, warranties, agreements and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior covenants herein contained and subject to the consummation of the purchase terms and sale of the Purchaser Junior Securities hereunderconditions herein set forth, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase Selling Stockholders agree, severally and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution not jointly, to issue and delivery of this Agreement subject sell to satisfaction each of the conditions Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, at a purchase price of $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial ClosingSchedule 1 hereto. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates representing any capital stock being sold in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall Representatives request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject Company at least 48 hours prior to the Purchaser's reasonable approval)Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price for the Purchaser Junior Securities therefor by wire transfer, payable transfer in same-day funds (the "Wired Funds") to or upon the order respective accounts of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the offices of Schuxxx Xxxh & Xabex XXX, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on __________, 1998, or at such other place, time or date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 10 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in immediately available fundsNew York, New York of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.