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 representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.359% of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities (other than set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase and sale of shares of Exchangeable Preferred price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices office of Proskauer Rose Xxxxx Xxxx & Xxxxxxxx LLP, 1585 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, xxthin two (at 10:00 a.m., New York time, on May 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 given2019, or at such other time and place not later than seven full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writingCompany determine, such time being herein referred to as the “Closing Date”. The purchase and sale For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall take place at be the aforesaid offices simultaneously with the execution settlement date for payment of funds and delivery of this Agreement subject securities for all the Securities sold pursuant to satisfaction of the conditions set forth in this Agreement required offering. The Securities so to be satisfied delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours 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 fundsDate.

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 On the basis of the Purchaser Junior representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.185% of the principal amount of the Notes and accrued interest, if any, from December 3, 2018 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities (other than set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase and sale of shares of Exchangeable Preferred price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices office of Proskauer Rose Xxxxx Xxxx & Xxxxxxxx LLP, 1585 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 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 hereunderat 10:00 a.m., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York time, on December 3, 2018, or at such other time and place not later than seven full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writingCompany determine, such time being herein referred to as the “Closing Date”. The purchase and sale For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall take place at be the aforesaid offices simultaneously with the execution settlement date for payment of funds and delivery of this Agreement subject securities for all the Securities sold pursuant to satisfaction of the conditions set forth in this Agreement required offering. The Securities so to be satisfied delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours 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 fundsDate.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, covenants and agreements herein contained, but subject to the terms and 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, at a purchase price of __% of the principal amount thereof, the aggregate 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 in the next succeeding sentence hereof) shall take place at the offices opposite their respective names on Schedule I hereto together with any additional 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 Securities which such Underwriter may become obligated to be satisfied prior purchase pursuant to the consummation provisions of Section 9 hereof. (b) Payment of the purchase price for, and sale delivery of certificates representing, the Purchaser Junior Securities hereundershall be made at the office of Morrison & Foerster, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenLLP ("Underwriters' Counsel"), or at such other pxxxx xx shaxx xx xxreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or (as permitted under Rule 15c6-1 under the Exchange Act) fourth business day after the determination of the public offering price of the Securities), or such other time not later than ten business days after such date as shall be agreed upon by the Lead Managers and the Company (such time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale date of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution payment and delivery of this Agreement subject to satisfaction of being herein called the conditions set forth in this Agreement required to be satisfied prior to the consummation "Closing Date"). Payment of the purchase and sale price for the Firm Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver Securities to the Purchaser Representatives in the form of one or more permanent global certificates representing any capital stock being sold and issued(the "Global Securities"), one or more executed warrants representing all registered in the name of Cede & Co., as nominee for The Depository Trust Company for the respective accounts of the warrants (including without limitation several Underwriters. Upon delivery, 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 Firm Securities shall be registered in such name or names and shall be in such denominations as the Purchaser shall Lead Managers may request upon notice at least two business days before the Closing Date. The Company will permit the Lead Managers to examine the Global Securities at least one full business day prior to the CompanyClosing Date. (c) In addition, together with all such other Transaction Documents as may be reasonably specified by Huffon the basis of the representations, xxbject to Purchaser's reasonable approval (in form warranties, covenants and substance reasonably specified by Huffagreements herein contained, xxbject but subject to the Purchaser's reasonable approval)terms and conditions herein set forth, against payment the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to $10,500,000 aggregate principal amount of Additional Securities (the "Option") at the same purchase price to be paid by the Underwriters for the Firm Securities as set forth in Section 2(a) above. The Underwriters may exercise the Option in whole or from time to time in part on behalf one or more occasions, on or before the thirtieth day following the date of the Purchaser Prospectus, by giving written notice (the "Option Exercise Notice") of each election to exercise the Option after the date of this Agreement. Any Option Exercise Notice shall specify the principal amount of Additional Securities to be purchased by the Underwriters and the date on which such Additional Securities are to be purchased. Each purchase date must be at least two business days after the written notice is given, and may not be earlier than the closing date for the Firm Securities. (d) Payment of the purchase price for, and delivery of Global Securities representing, the Additional Securities shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by the Lead Managers and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear Stearns and the Company. Payment of the purchase price fox xxx Xdditional Securities shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Purchaser Junior Additional Securities by wire transferto the Representatives registered in the name of Cede & Co., payable to or upon as nominee for The Depository Trust Company for the order respective accounts of the several Underwriters. Upon delivery, the Additional Securities shall be registered in such name or names and shall be in such denominations as the Lead Managers may request at least two business days before the Additional Closing Date. The Company in immediately available fundswill permit the Lead Managers to examine the Global Securities representing the Additional Securities at least one full business day prior to the Additional 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 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 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 the Representatives 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 book-entry facilities of the Depository Trust Company. (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the basis of the covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 60 days after the date of the Prospectus (or, if such 60th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market or applicable exchange is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds received by it to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the wired funds are not returned by it, in same-day funds, interest at the Prime Rate (as defined in Section 8(a)) on the date hereof on the amount of such wired funds received from the Underwriters.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior Securities (other than representations, warranties and agreements 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 sell to the consummation several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.896% of the principal amount of the Securities, plus accrued interest from May 14, 2014 to the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase and sale price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of the Purchaser Junior Securities hereunderXxxxx Xxxx & Xxxxxxxx LLP, but in no event earlier than 15 business days after the applicable Purchase Notice has been given00 Xxxxxxx Xxxxxx, London EC2R 7, United Kingdom, at 10:00 a.m., London time, on May 14, 2014, or at such other time and place not later than seven full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writingCompany determine, such time being herein referred to as the “Closing Date”. The purchase and sale For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall take place at be the aforesaid offices simultaneously with the execution settlement date for payment of funds and delivery of this Agreement subject securities for all the Securities sold pursuant to satisfaction of the conditions set forth in this Agreement required offering. The Securities so to be satisfied delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours 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 fundsDate.

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 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 therefor by wire transfer in same-day funds (the "Wired Funds") to 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 King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000 xx 9:30 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 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 and the Option Securities, as the case may be, available for checking and packaging by the Representatives at the offices in New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholders hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The options granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company, the Attorneys-in-Fact for the Selling Securityholders and GTCR Fund IV setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company and the Selling Securityholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 with respect to the sale of the Firm Securities, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each of the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholders. Furthermore, in immediately available funds.the event that the Underwriters wire funds to the Company and the Selling Securityholders prior to the completion of the closing of

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, and each of the Underwriters severally agrees to purchase and sale from the Company, at [ ]% of shares their principal amount, the respective aggregate principal amounts of Exchangeable Preferred at the Initial Closing which shall take place as Notes 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 Exhibit C hereto. The obligations of the conditions set forth in Underwriters 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 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 approval)Closing Date, 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 net of the overnight cost of such funds to or upon the order account of the Company previously designated by it in immediately writing. 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 00000, xx 9:00 A.M., New York time, on [ ], 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." 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. 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. (a) On the basis of the representations, warranties, covenants and agreements herein contained, and subject to the terms and 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 number of Firm Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule I hereto together with any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. The purchase and sale price per Firm Share to be paid by the several Underwriters to the Company shall be $1.786 per share. The purchase price for the Pre-Funded Warrants to be paid by the several Underwriters to the Company shall be $1.7766 per Pre-Funded Warrant. (b) The closing of the Purchaser Junior Securities (other than issuance of the purchase Firm Shares and sale of shares of Exchangeable Preferred Pre-Funded Warrants shall be held at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices office of Proskauer Rose LLPMintz, 1585 XxxxxxxxLevin, Xxx XxxxCohn, Xxx Xxxx 00000Ferris, xxthin two Glovsky and Popeo, P.C. (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“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m., New York City time, on April 13, 2021, or such other time and place date as the Company Representative and the Purchaser mutually Company may agree upon in writing. The purchase writing (such time and sale date of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution payment and delivery of this Agreement subject to satisfaction of being herein called the conditions set forth in this Agreement required to be satisfied prior to the consummation “Closing Date”). Payment of the purchase price for the Firm Shares and sale Pre-Funded Warrants shall be made by wire transfer in same day funds to the accounts specified by the Company upon delivery of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver Firm Shares and Pre-Funded Warrants to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all Representative through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the warrants (including without limitation the Transaction Fee Warrants) several Underwriters. The Firm Shares and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and Pre-Funded Warrants shall be registered in such name or names and shall be in such denominations as the Purchaser shall Representative may request upon in writing not later than the business day immediately prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to 1,980,039 Additional Shares at the same purchase price per share to be paid by the Underwriters for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, together with as reasonably determined by the Representative, when the Additional Shares are to be delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised. On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to purchase hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. In the event that the Underwriters exercise less than their full option to purchase Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold. (d) The closing of the issuance of the Additional Shares shall be held at the office of Underwriters’ Counsel, or at such other Transaction Documents place as may shall be reasonably specified agreed upon by Huffthe Representative and the Company, xxbject to Purchaser's reasonable approval (in form at 10:00 a.m., New York City time, on any Additional Closing Date, or such other time as shall be agreed upon by the Representative and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser Company. Payment of the purchase price for the Purchaser Junior Securities Additional Shares shall be made by wire transfer, payable transfer in same day funds to or the account specified by the Company upon the order delivery of the Company Additional Shares to the Representative through the facilities of DTC for the respective accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations as the Representative may request in writing not later than the business day immediately available fundsprior to the Closing Date.

Purchase Sale and Delivery of the Securities. The (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, subject to the conditions hereinafter stated, severally and not jointly, to purchase and sale from the Company, at the purchase price of 99.700% of the Purchaser Junior principal amount of the 2019 Notes, 99.612% of the principal amount of the 2021 Notes, 99.395% of the principal amount of the 2026 Notes and 98.482% of the principal amount of the 2046 Notes (each, a “Purchase Price”) the principal amount of the Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite such Underwriter’s name in Schedule I hereto. (b) Delivery of and payment for the next succeeding sentence hereofSecurities shall be made at 10:00 am, New York City time, on July 7, 2016, or at such time on such later date not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”) shall take place at the offices of Proskauer Rose Xxxxx Xxxx & Xxxxxxxx LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction . Delivery of the conditions set forth in this Agreement required to Securities shall be satisfied prior made to the consummation Representatives for the respective accounts 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), several Underwriters against payment by or on behalf of the Purchaser several Underwriters through the Representatives of the purchase price for the Purchaser Junior Securities by wire transfer, payable thereof to or upon the order of the Company by wire transfer payable in immediately available fundssame-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (c) The Company and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, no Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or any Guarantor with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or any Guarantor.

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 Selling Securityholders at a purchase price of $_____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in writingSchedule 1 hereto. The purchase and sale Firm Securities shall consist of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery 2,000,000 shares of this Agreement subject to satisfaction Common Stock. The number of the conditions set forth in this Agreement required Firm Securities to be satisfied prior purchased by each Underwriter from the Company and the Selling Securityholders shall be as nearly as practicable in the same proportion to the consummation total number of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder Firm Securities being sold by the Company shall deliver and the Selling Securityholders as the total number of Firm Securities to be purchased by such Underwriter bears to the Purchaser one 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 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 therefor by wire transfer in same-day funds (the "Purchase Funds") to 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 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 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 and the Option Securities, as the case may be, available for checking and packaging by the Representatives at the offices in New 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. (b) The Company and each of the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sales of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholders. Furthermore, in immediately available the event that the Underwriters wire funds to the Company and the Selling Securityholders prior to the completion of the closing of a purchase of the Securities, the Company and the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Securityholders will not be entitled to the Purchase Funds and shall return the Purchase Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of the Securities is not completed and the Purchase Funds are not returned by the Company and the Selling Securityholders to the Underwriters on the same day the Purchase Funds were received by the Company and the Selling Securityholders, the Company and each of the Selling Securityholders agree to reimburse the Underwriters for each day the Purchase Funds are not returned, in same-day funds, interest on the amount of Purchase Funds in an amount equal to each day's interest, based on an annual interest rate, simple interest, representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. Upon satisfactory receipt of the Securities by the Underwriters in accordance with all the terms of this Agreement and the compliance by the Company and the Selling Securityholders with all the terms of this Agreement to be performed on or before the Closing Date, the Underwriters shall execute the receipt described above for the Securities. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to issue and sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall

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, 75,000 Units at a purchase price of $960 per Unit plus accrued interest on the Senior Notes from May 20, 1997, if any. 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, plus an additional amount equal to $3,000,000 (the "Discount"), by wire transfer (same day funds) to such account or accounts as the Disbursement Agent 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 shall reimburse the Initial Purchaser Junior Securities by wire transfer, payable for making payment of the Discount to or upon the order Disbursement Agent on behalf of the Company by transferring an equal amount (in immediately same day funds) on the Closing Date to such account as the Initial Purchaser shall specify prior to the Closing Date, it being understood that the Company shall be obligated to make such payment only out of the proceeds of the Concurrent Equity Offering. 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 fundsfor checking and packaging by the Initial Purchaser 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 one or more definitive global Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in the name of Cede & Co. As additional compensation to the Initial Purchaser, the Company agrees to issue to (or on the order of) the Initial Purchaser, pursuant to the Warrant Agreement and at the Closing Date, for no additional consideration, 15,006 Warrants to purchase initially 19,207,680 shares of Common Stock at an initial exercise price of $0.2063 per share of Common Stock (the "Additional Warrants") The shares of Common Stock issuable upon exercise of the Additional Warrants are herein referred to as the "Additional Warrant Shares." Unless otherwise requested by the Initial Purchaser at least 24 hours prior to the Closing Date, a single certificate representing 12,755 Additional Warrants shall be issued in the name of Xxxxxxxxx & Company, Inc. and a second certificate representing 2,251 Additional Warrants shall be registered in the name of Xxxxxxx Xxxxxxx.

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 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 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 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 Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), 000 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60606-1285, at 9:30 A.M., Chicago time, on November ___, 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 the Representatives at the offices in New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 therefor by wire transfer in same-day funds (the "Wired Funds") to the 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 New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and each Selling Stockholder, severally and not jointly, hereby grant to the several Underwriters options to purchase, severally and not jointly, the number of Option Securities set forth opposite the name of such Underwriter in Column (c) of SCHEDULE III hereto with respect to the Selling Stockholders and in Column (d) of SCHEDULE III hereto with respect to the Company. The options granted hereby (i) shall be exercised FIRST as to the shares subject to such options which are offered by the Selling Stockholders as set forth opposite the name of such Selling Stockholder in Column (b) of SCHEDULE I or SCHEDULE II hereto, as the case may be, PRO RATA among the Selling Stockholders based upon the percentage obtained for each Selling Stockholder by computing a fraction the numerator of which is the number of shares so offered by a Selling Stockholder as set forth opposite the name of such Selling Stockholder in Column (b) of SCHEDULE I or SCHEDULE II hereto, as the case may be, and the denominator of which is the total number of shares so offered by all Selling Stockholders (calculated by figuring the sum of the "total" rows of Column (b) in each of SCHEDULE I and SCHEDULE II hereto) and SECOND as to the shares subject to such options which are offered by the Company and (ii) subject to the preceding clause (i), may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Selling Stockholder from whom such option is being exercised (and the Attorneys-in-Fact) and/or the Company, as the case may be, setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising such option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of such option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Stockholders (and the Attorneys-in-Fact) and/or the Company, as the case may be, may agree upon or as the Representatives may determine (c) The Company and each Selling Stockholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company or any Selling Stockholder. Furthermore, in immediately available the event that the Underwriters wire funds to the Company or any Selling Stockholder prior to the completion of the closing of a purchase of Securities, the Company and each Selling Stockholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and each Selling Stockholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company or any Selling Stockholder to the Underwriters on the same day the wired funds were received by the Company or any Selling Stockholder, the Company and each Selling Stockholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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, jointly and severally, 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 97.00% 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), 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 Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York time, on May 23, 2003, 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 and sale (a) 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, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly agrees to purchase and sale from the Company, at a price of shares $5.40 per Unit, that number of Exchangeable Preferred at the Initial Closing which shall take place as Firm Units set forth in Schedule A opposite the next succeeding sentence name of such Underwriter, subject to such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 14 hereof. The initial public offering price per Unit shall be $6.00. (b) Payment of the purchase price and delivery of certificates for the Firm Units shall take place be made at the offices of Proskauer Rose LLPBeckxxx & Xillxxx, 1585 XxxxxxxxX.C., Xxx Xxxx116 Xxxx Xxxxxx, Xxx Xxxx 00000New York, 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 givenNew York 10004, or at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) on the third business day following the date on which the Registration Statement has been declared effective (the "Effective Date") or at such earlier time and place date or other time and date as shall be agreed upon by the Representative and the Company not later than third business days after such third business day (such time and the Purchaser mutually agree upon in writing. The purchase and sale date of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution payment and delivery of this Agreement subject to satisfaction being herein called the "Closing Date"). Delivery of the conditions set forth in this Agreement required certificates for the Firm Units shall be made to be satisfied prior to you, for the consummation respective accounts 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)Underwriters, against payment by or on behalf you, for the respective accounts of the Purchaser Underwriters, of the purchase price for the Purchaser Junior Securities Firm Units by certified or official bank checks payable in same day funds or by wire transfertransfer of immediately available funds, payable to or upon the order of the Company. Certificates for the Firm Units shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Firm Units shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date. (c) The Additional Units shall be purchased by the Underwriter from the Company as provided herein. This option may be exercised only to cover over-allotments in the sale of Units by the Underwriter. This option may be exercised by you on the basis of the representations, warranties, covenants, and agreements herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the forty-fifth day following the date that the Registration Statement is declared effective by the Commission, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Units as to which the option is being exercised, the name or names in which the certificates for the Shares and Warrants (the "Additional Securities") underlying such Additional Units are to be registered, the authorized denominations in which such Additional Securities are to be issued, and the time and date, as determined by the Underwriter, when such Additional Securities are to be delivered (each such time and date are herein called an "Additional Closing Date") (references herein to the Closing Date shall mean the Closing Date referred to in section 5(a) hereof and/or any Additional Closing Date, if any, as the context requires, unless otherwise specifically provided herein); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. (d) Payment of the purchase price of $5.40 per Unit and delivery of certificates for the Additional Units shall be made at the offices Beckxxx & Xillxxx, X.C., 116 Xxxx Xxxxxx, New York, New York 10004, or at such other place as shall be agreed upon by the Representative and the Company. Delivery of the certificates for the Additional Units shall be made to you, for the respective accounts of the Underwriters, against payment by you, for the respective accounts of the Underwriters, of the purchase price for the Additional Units by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for the Additional Units shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Additional Units shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Additional Closing Date. You have advised the Company that each Underwriter has authorized you to accept delivery of its Securities, to make payment and to deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by you by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) 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 agrees, severally and not jointly, to purchase the aggregate 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 each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof, at a purchase price of 96.235% of such aggregate principal amount. (b) Payment for the next succeeding sentence hereofSecurities to be sold hereunder is to be made by wire transfer of Federal (same day) shall take place at funds to the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction order of the conditions set forth in Company against delivery of certificates therefor to the Underwriters. Such payment and delivery are 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 third business day after the date of this Agreement required to be satisfied prior to (or, if the consummation Underwriters determine the price of the purchase and sale of Securities after 4:30 p.m., New York time, on the Purchaser Junior Securities hereunderdate hereof, but in no event earlier than 15 the fourth business days after the applicable Purchase Notice has been given, day) or at such other time and place date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the Company "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and the Purchaser mutually agree upon on which banks in writing. The purchase New York are open for business 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 are not permitted by law or executive order to be satisfied closed.) The certificates for the Securities in definitive form will be delivered in such denominations and in such registrations as the Underwriters request in writing not later than the second full business day prior to the consummation of Closing Date, and will be made available for inspection by the purchase and sale of the Exchangeable Preferred Underwriters at such Initial Closing. At each Closing hereunder the Company shall deliver least one business day prior 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 fundsClosing 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to

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 Securities (other than Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and sale each of shares of Exchangeable Preferred the Selling Securityholders, severally and not jointly, at the Initial Closing which shall take place as a purchase price set forth in Schedule 1 hereto, the next succeeding sentence hereof) shall take place at 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 3 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 of the Company and each of the Selling Securityholders. 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 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and each of 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 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each of the Selling Securityholders hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company and each of the Selling Securityholders. Furthermore, in immediately available the event that the Underwriters wire funds to the Company and each of the Selling Securityholders prior to the completion of the closing of a purchase of Securities, the Company and each of the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and each of the Selling Securityholders will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company or any of the Selling Securityholders to the Underwriters on the same day the wired funds were received by the Company and each of the Selling Securityholders, the Company and each of the Selling Securityholders agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by the Representatives. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 $26.13 per share, the 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 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)Closing Date, shall be delivered by or on behalf of the Company to the Underwriter, 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 Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 6:30 A.M., local time, on February 18, 1998, 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 "Closing Date." The Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriter at the offices in New York, New York of the Company's transfer agent or registrar or of the Underwriter at least 24 hours prior to the Closing Date. (b) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriter of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriter indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriter wires funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriter executes and delivers a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriter as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriter on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriter, in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriter's cost of financing as reasonably determined by the Underwriter.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties and covenants herein contained, and subject to the purchase conditions herein set forth, the Company agrees to sell to the Underwriters and sale each Underwriter agrees, severally and not jointly, to purchase, at a price of shares $6.345 per share, the number of Exchangeable Preferred at the Initial Closing which shall take place as Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the next succeeding sentence hereofFirm Shares to be sold hereunder is to be made in Federal (same day) shall take place at funds to an account designated by the offices Company against delivery of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following certificates or book-entry securities entitlements therefor to the satisfaction Representatives for the several accounts of the conditions set forth in Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company (“DTC”), New York, New York at 10:00 a.m., New York time, on the second business day after the date of 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 date not later than five 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 NASDAQ Global Select Market 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. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and grants an option to the Purchaser mutually agree upon in writing. The several Underwriters to purchase and sale of Exchangeable Preferred the Option Shares 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 price per Option Share as set forth in the first paragraph of this Agreement required Section 2. The maximum number of Option Shares to be satisfied sold by the Company is 1,222,500. 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) at any time, from time to time thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two nor later than 10 full business days after the exercise of such option, nor in any event prior to the consummation Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the purchase and sale option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. You, as Representatives of the Exchangeable Preferred several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of 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 cancellation to the Company. To the extent, together with all such other Transaction Documents as may if any, that the option is exercised, payment and delivery for the Option Shares shall be reasonably specified made on the Option Closing Date through the facilities of the DTC, New York, New York at 10:00 a.m., New York time. (d) In the event that the Firm Shares (and Option Shares, if elected by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject the Representatives) are not delivered to the Purchaser's reasonable approvalRepresentatives by 2:30 p.m., New York time, on the Closing Date (and the Option Closing Date, if elected by the Representatives), against the Company will return (or will instruct its Custodian to return) payment by or on behalf of the Purchaser full purchase price to the Representatives’s agent, Pershing LLC, via same day funds by 4:30 p.m., New York City time. The Company shall remain liable to Pershing LLC for the full amount of the purchase price for and any costs associated with recovering the Purchaser Junior Securities purchase price until the full amount has been received by wire transfer, payable to or upon the order of the Company in immediately available fundsPershing LLC.

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 1,750,000 Firm Securities, (ii) each of the Underwriters 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 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 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 Firm Securities shall be made at the offices of Cruttenden Xxxx Incorporated, 00000 Xxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., Pacific time, on December _____, 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 available for checking and packaging by the Representatives 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 book-entry facilities of the Depository Trust Company. (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the basis of the covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the several Underwriters an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 45 days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the American Stock Exchange is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds received by it to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the wired funds are not returned by it, in same-day funds, interest at the Prime Rate as stated in the Wall Street Journal on the date hereof on the amount of such wire funds received by them.

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 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 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. (b) For the sole purpose of covering any over-allotments in immediately available funds.connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the basis of the several (and not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, each of the Selling Stockholders hereby grants to the several Underwriters an option to purchase, severally and not jointly, so many of the Option Securities set forth opposite the name of such Selling Stockholder in Schedules 1-A and 1-B. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company and each of the Selling Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter severally and not jointly, and each Underwriter severally and not jointly agrees to purchase from the Company the respective aggregate 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 such Underwriter’s name in the next succeeding sentence hereof) shall take place Schedule I hereto at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction a price equal to 98.524% of the conditions set forth in this Agreement required aggregate principal amount thereof. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be satisfied prior to the consummation purchased as provided herein. (b) Payment of the purchase price for, and sale delivery of, the Securities shall be made at the office of the Purchaser Junior Securities hereunderXxxxx Xxxxx LLP, but in no event earlier than 15 business days after the applicable Purchase Notice has been given00 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 (“Underwriter Counsel”), or at such other time and place as shall be agreed upon by the Company Representatives and the Purchaser mutually agree upon Company, at 10:00 A.M., New York City time, on the tenth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously accordance with the execution and delivery terms of this Agreement) following the effective date of this Agreement subject to satisfaction of or such other time not later than ten business days after such date as shall be agreed upon by the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase Representatives and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver (such time and date of payment and delivery being herein called the “Closing Date”). It is understood that each Underwriter has authorized the Representatives, for its own account, to the Purchaser one or more certificates representing any capital stock being sold accept delivery of, receipt for, 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 make payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities which it has agreed to purchase. Payment of the purchase price for the Securities shall be made by wire transfertransfer in same day funds to the Company at the bank account designated in writing by the Company at least one business day prior to the Closing Date, against delivery to the nominee of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (c) If one of the Underwriters shall fail at the Closing Date to purchase the Securities which it is obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for itself, any non-defaulting Underwriter, or any other Underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the order terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the amount of the Company Defaulted Securities does not exceed 10% of the amount of Securities to be purchased on such date, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof (in immediately available fundsproportion to the amount of Securities set forth opposite their respective names in Schedule I hereto); or (ii) if the amount of Defaulted Securities exceeds 10% of the amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 2(c) shall relieve any defaulting Underwriter from liability in respect of its default.

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 agrees, severally and not jointly, to purchase and sale from the Company, at a purchase price of shares of Exchangeable Preferred at $19.70 per share, the Initial Closing which shall take place Firm Securities, 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 writingExhibit A 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 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 each 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 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 November 21, 1997, 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 as the "Firm Closing Date." The Company will make such certificate or certificates for the Firm Securities available for checking and packaging by Prudential Securities Incorporated at the offices in New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities, in the amounts set forth in Exhibit A hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). Each Underwriter shall be under no obligation to purchase any of the Option Securities prior to its exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which each of the Underwriters is then exercising the option. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the Representatives, may (but shall in no way be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of each of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to each of the Underwriters in immediately available respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by the Underwriters.

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, and the Initial Closing which shall take place as Purchasers agree, severally and not jointly, to purchase from the Company, $250,000,000 aggregate principal amount of Securities at a purchase price equal to 98.25% of the principal amount thereof 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 opposite such Initial ClosingPurchasers name on Schedule A 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 or global form, as instructed by the Initial Purchasers, 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 for the account of the Initial Purchasers, against payment by or on behalf of the Purchaser Initial Purchasers of the 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 Securities by wire transfershall be made at 10:00 A.M., payable to New York City time, on August 2, 2010, or upon at such other time or date as the order of Initial Purchasers and the Company in immediately 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 fundsfor checking by the Initial Purchasers at the New York offices of Xxxxxx Xxxxxx & Xxxxxxx LLP (“Counsel for the Initial Purchasers”) 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 (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 Stockholders 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 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 therefor by wire transfer in same-day funds (the "Wired Funds") to the accounts designated by the Company and the Selling Stockholders. Such delivery of and payment for the Purchaser Junior Firm Securities by wire transfershall be made at the offices of Browx & Xood XXX, payable to One Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 xx 9:30 A.M., New York time, on __________, 2000, or upon at such other place, time or date as the order of 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 and the Selling Stockholders will make such certificate or certificates for the Firm Securities available funds.for checking and packaging by the Representatives

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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex- dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time, but not more than three times, within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than seven business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Simultaneous with delivery to the Underwriters of and payment by the Underwriters for (i) the Firm Securities on the Firm Closing Date and (ii) any Option Securities on the related Option Closing Date, the Manager and BlackRock jointly and severally agree to pay (or cause to be paid) to the Underwriters an amount equal to four and one-half percent (4.5%) of the purchase price per Share for each Share to be purchased by the Underwriters on such date by certified or official bank check or checks drawn upon or by a New York Clearing House Bank and payable in same day funds on such Firm Closing Date or Option Closing Date, as the case may be, to the order of Prudential Securities Incorporated for the respective accounts of the Underwriters purchasing the Shares on such date. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 (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 Schedule 1 hereto under the next succeeding sentence hereof) shall take place at heading "U.S. Offering" (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 "U.S. Firm Securities"). With respect to the consummation of the purchase and sale of the Purchaser Junior Securities hereunderU.S. Firm Securities, 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 in definitive form for the U.S. 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)U.S. Firm Closing Date, shall be delivered by or on behalf of the Company to the Representatives through the facilities of Depository Trust Company ("DTC") 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 of U.S. dollars in same-day funds (the "U.S. Wired Funds") to or upon the order account of the Company designated by the Company and in immediately a written notice to the Representatives three days prior to such transfer. The Company will cause the certificates representing the Shares to be made available fundsfor checking and packaging by the Representatives at least twenty-four hours prior to the time of delivery with respect thereto at the office of DTC or its designated custodian (the "Designated Office") [or Company's transfer agent or registrar] at the offices in __________________. Such delivery of the U.S. Firm Securities shall be made at the offices of _________________________________ at 9:00 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 "U.S. Firm Closing Date." (b) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of [$____/SEK] per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto under the heading "International Offering" (the "International Firm Securities"). With respect to the International Firm Securities, one or more certificates in definitive form for the International Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the International Firm Closing Date, shall be delivered by or on behalf of the

Purchase Sale and Delivery of the Securities. The purchase Each Underwriter executing this Agreement on its own behalf and sale as Representative of the Purchaser Junior several Underwriters (the "Representative[s]") hereby represents and warrants to the Seller that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions set forth herein, the Seller agrees to sell to the Underwriters, and the Underwriters agree severally and not jointly, to purchase from the Seller, the respective principal amount of each series or class of Securities (other than set forth opposite the names of the Underwriters on Schedule I. The Securities are to be purchased at the purchase and sale of shares of Exchangeable Preferred at price set forth on Schedule II, plus accrued interest to the Initial Closing which shall take place as extent set forth in such Schedule. The Seller will deliver the next succeeding sentence hereof) shall take place Securities to the Representative[s] for the account of the Underwriters against payment of the purchase price in immediately available funds, at the offices of Proskauer Rose LLP, 1585 XxxxxxxxGeneral Motors Acceptance Corporation 3031 Xxxx Xxxxx Xxxxxxxxx, Xxx XxxxXxxxxx Xxx, Xxx Xxxx Detrxxx, Xxxxxxxx 00000, xxthin two xx , at 10:00 a.m. (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 givenNew York City time), or at such other time and place not later than seven business days thereafter as the Company Representative[s] and the Purchaser mutually agree upon Seller determine, such time being referred to as the "Closing Date." The Securities so to be delivered will be initially represented by Securities registered in writingthe name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The purchase and sale interests 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 beneficial owners of the conditions set forth in this Agreement required to Securities will be satisfied prior to represented by book entries on the consummation records of the purchase DTC and sale of the Exchangeable Preferred at such Initial Closingparticipating members thereof. 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 Definitive Securities will 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 fundsonly under limited circumstances.

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 (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 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 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 Firm Securities shall be made at the offices of Alstxx & Xird, 601 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxxxxx, X.X. 00000 xx 9:30 A.M., Eastern Standard Time, on __________, 1996, 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 New York, New York of the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date. (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option (c) It is understood that you, individually and not as the Representative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the wire funds are not returned by it, in same-day funds., interest at the Prime

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, the Guarantors agree to guarantee the Securities (other than and the Underwriters agree, severally and not jointly, to purchase and sale from the Company, at a purchase price of shares 98.25% of Exchangeable Preferred at the Initial Closing which shall take place as principal amount thereof, the respective principal amounts of Securities set forth in opposite 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 names of the conditions set forth Underwriters in this Agreement required Schedule B hereto. The Company will cause to be satisfied prior to the consummation delivered against payment of the purchase price by the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and sale registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the Purchaser Junior limited circumstances described in the Prospectus. Payment for the Securities hereundershall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of X. Xxxxxxxxx Enterprises, but in no event earlier than 15 business days after Inc. or as the applicable Purchase Notice has been givenCompany specifies at the office of Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., (New York time), on September 16, 2013, or at such other time and place not later than three full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at Company determine, such time being herein referred to as the Initial “Closing shall take place at Date,” against delivery to the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction Trustee as custodian for DTC 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 Global Securities representing all of the warrants (including without limitation Securities. The Global Securities will be made available for checking at the Transaction Fee Warrants) and one or more executed promissory notes representing all above office 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 Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior 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 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, 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 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 Firm Securities shall be made at the offices of Vinsxx & Xlkixx X.X.P., 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Texas 77002-6760 at 9:00 a.m., Central time, on April [____], 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 location in New York, New York specified by the Representative at least 24 hours prior to the Firm Closing Date. (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters, in immediately available respect of each day the wire funds are not returned by it, in same-day funds, interest at the Prime Rate as stated in the Wall Street Journal on the date hereof on the amount of such wired funds.

Purchase Sale and Delivery of the Securities. The (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 Underwriters and each Underwriter agrees, severally and not jointly, to purchase and the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a price equal to 100.75% of the principal amount thereof, plus accrued interest from May 18, 2020 to the Closing Date, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Securities to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Representative for the several accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Purchaser Junior Securities (other than duly paid by the purchase Company. Such payment and sale delivery are to be made through the facilities of shares The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the second business day after the date 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 date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the Company “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.) The Global Note will be made available for inspection by the Purchaser mutually agree upon in writing. The purchase and Representative not later than 1:00 p.m., New York time, on the business day prior to the Closing Date. (c) It is understood that the Underwriters intend to offer the Securities for sale of Exchangeable Preferred to the public 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 price set forth in this Agreement required to be satisfied prior to the consummation of Prospectus. (d) Any action by the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing Underwriters 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 taken 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 Xxxxxxx Xxxxx & Co. LLC on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities Underwriters, and any such action taken by wire transfer, payable to or Xxxxxxx Sachs & Co. LLC shall be binding upon the order of the Company in immediately available fundsUnderwriters.

Purchase Sale and Delivery of the Securities. The (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase and sale from the Issuer, at a purchase price of $21.385 per share, the amount of the Purchaser Junior Underwritten Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth opposite such Underwriter’s name in Schedule II hereto; provided, that the next succeeding sentence hereofaggregate amount to be paid to the Issuer at each of the First Closing Date and any Option Closing Date by Xxxxxxx Xxxxx & Co. LLC shall be reduced by the U.S. dollar amount paid by Xxxxxxx Sachs & Co. LLC to purchase the pre-funded Underwritten Capital Increase Amount and Option Capital Increase Amount, respectively. (b) Delivery of the Underwritten Securities to be purchased by the Underwriters and payment therefor shall take place be made at the offices of Proskauer Rose Ropes & Xxxx LLP, 1585 XxxxxxxxPrudential Tower, Xxx Xxxx000 Xxxxxxxx Xxxxxx, Xxx Xxxx 00000Xxxxxx, xxthin two Xxxxxxxxxxxxx 00000 (2or such other place as may be agreed to by the Issuer and the Representatives) 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 hereunderat 10:00 AM, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York City Time, on January 9, 2018, or at such other time on such later date not more than two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Issuer or as provided in Section 9 hereof (the time and place as date of such closing are called the Company and the Purchaser mutually agree upon “First Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close 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 New York, New York or 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 issuedZug, 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 fundsSwitzerland.

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 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 Xxxxxxxx00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xxthin two (2) at 10:00 a.m. New York 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 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 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 Purchaser, and the next succeeding sentence hereof) shall take place Initial Purchaser agrees to purchase from the Company, Units at the offices a price of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction $______ per Unit. Based on its determination of the conditions set forth in this Agreement required relative fair market values of the Notes and the Warrants, the Company intends to be satisfied prior treat $ __________ of the issue price of a Unit as allocable to the consummation of the purchase Note included in such Unit 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 allocable to the consummation of the purchase and sale of the Exchangeable Preferred at Warrant included in such Initial ClosingUnit. 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 Units 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 48 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 of 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 White & Case, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX at 10:00 A.M., New York time, on February __, 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 certificate or certificates for the Units available for inspection and packaging by the Initial Purchaser Junior Securities at such place as designated by wire transfer, payable the Initial Purchaser 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 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 (a) Subject to the terms and conditions of this Agreement, the Underwriter offers to purchase the Shares, and sale by acceptance of this Agreement, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Purchaser Junior Securities Shares. (other than b) The Underwriter shall use its commercially reasonable efforts to ensure that the compensation paid to any member of FINRA or person affiliated with a member of FINRA shall comply with FINRA Corporate Financing Rule 5110, and shall use its commercially reasonable efforts to ensure that all participating FINRA members are aware of their obligations pursuant to FINRA Rules 2730, 2740, 2420 and 2750. (c) Payment of the purchase price for and sale delivery of shares of Exchangeable Preferred at certificates for the Initial Closing which Shares shall take place as set forth in the next succeeding sentence hereof) shall take place be made at the offices of Proskauer Rose Stikeman Elliott 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 shall be agreed upon by the Company Underwriter 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 at 6:00 a.m. (Vancouver time) (the “Closing Time”) on June 6, 2011, or such other Transaction Documents time and date as the Underwriter and the Company may be reasonably specified by Huffagree upon (acting reasonably) in writing, xxbject to Purchaser's reasonable approval but in any event, not later than July 5, 2011 (such time and date of payment and delivery being herein called the “Closing Date”). Payment in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser respect of the purchase price for the Purchaser Junior Securities Shares shall be denominated in United States dollars, and shall be made to the Company by wire transfertransfers of immediately available funds to a bank account designated by the Company, payable against delivery to or upon the order Underwriter of certificates for the Shares. (d) Certificates for the Shares shall be in such denominations and registered in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Company will permit the Underwriter to examine such certificates for delivery at least one full business day prior to the Closing Date. At the option of the Underwriter, delivery of certificates for the Shares may be made to Underwriter through the facilities of CDS Clearing and Depositary Services Inc. for the account of the Underwriter. (e) At the Closing Date the Company shall contemporaneously pay to the Underwriter the fee referred to in Section 4 of this Agreement. (f) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Shares and commission with respect to the Offering) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) the Underwriter’s obligations to the Company in immediately available fundsrespect of the Offering are set forth in this Agreement in their entirety and (iii) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriter with respect to any such matters.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, the respective aggregate 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 the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase the next succeeding sentence aggregate principal amount of Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 98% of the aggregate principal amount (the “Purchase Price”), plus accrued and unpaid interest from March 10, 2021 up to, but not including, the Closing Date (as defined below). (b) Payment of the Purchase Price for, and delivery of any certificates for, the Securities shall take place be made at the offices of Proskauer Rose Blank Rome LLP, 1585 0000 Xxxxxx xx xxx 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, XX 00000 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. (New York City time) on July 20, 2021 (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and place as date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchaser mutually agree upon in writingPurchase Price for, the Securities, which it has agreed to purchase. The purchase Representative, individually and sale not as representative of Exchangeable Preferred the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred 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 issuedDate, 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 Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall request upon notice to be delivered at 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 Closing Date through the Purchaser's reasonable approval)facilities of the DTC or another mutually agreeable facility, against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable Purchase Price therefore in immediately available funds to or upon the order of the Company in immediately available fundsCompany.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) 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, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 97.50% of the principal amount thereof (the “Purchase Price”), the aggregate 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 A opposite the next succeeding sentence name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (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 The Securities to be satisfied prior to purchased by 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 Underwriters hereunder will 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 represented by one or more certificates representing any capital stock being sold and issueddefinitive global securities in book-entry form, one which will be deposited by 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 on behalf of the Company being sold, all in such denomination with The Depository Trust Company (“DTC”) or denominations and registered in such name or names as its designated custodian. The Company will deliver the Purchaser shall request upon notice Securities to the Company, together with all such other Transaction Documents as may respective accounts of the Underwriters for the Securities to be reasonably specified purchased by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval)them, against payment by or on behalf of the Purchaser such Underwriter of the purchase price Purchase Price therefor by wire transfer of federal (same-day) funds to the account specified by the Company to the Underwriter at least forty-eight (48) hours in advance, by causing DTC to credit the Securities to the account of RBC Capital Markets Corporation at DTC. The time and date of such delivery and payment for the Purchaser Junior Securities shall be 10:00 a.m., New York City time, on April 18, 2007, or at such other time on the same or such other date, not later than April 18, 2007, as shall be designated in writing by wire transfer, payable to or upon the order of Underwriter (the Company in immediately available funds“Closing Date”).

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, the respective aggregate 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 the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase the next succeeding sentence aggregate principal amount of Securities set forth opposite the name of such Underwriter in Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 98.0% of the aggregate principal amount (the “Purchase Price”). (b) Payment of the Purchase Price for, and delivery of any certificates for, the Securities shall take place be made at the offices of Proskauer Rose LLPDechert LLP at 0000 X Xxxxxx XX, 1585 XxxxxxxxXxxxxxxxxx, 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, X.X. 00000 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. (New York City time) on January 14, 2021 (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and place as date of payment and delivery being herein called “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchaser mutually agree upon in writingPurchase Price for, the Securities, which it has agreed to purchase. The purchase Representative, individually and sale not as representative of Exchangeable Preferred the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred 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 issuedTime, 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 Underwriters may request in writing at least two (2) full business days before the Closing Time. The Securities purchased hereunder shall request upon notice to be delivered at 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 Closing Time through the Purchaser's reasonable approval)facilities of the DTC or another mutually agreeable facility, against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable Purchase Price therefore in immediately available funds 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 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 agrees to purchase from the Company, 2,200 shares of Series G Stock at $1000.00 per share in the amounts shown on the signature page hereto. In connection with the purchase and sale of Series G Stock, for no additional consideration, the Purchaser and MAG will receive Warrants to purchase the number of shares of Exchangeable Preferred at Common Stock equal to $1,100,000 divided by the Initial Closing which shall take place as set forth in Ceiling Price. The closing of the next succeeding sentence hereoftransactions 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 November 8, 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 G Stock, (b) Warrants, (c) the Subscription Agreement, Certificate of Designation and issuedRegistration Rights Agreement, one or more 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 by HuffExhibit C. On the Closing Date, xxbject to Purchaser's reasonable approval Purchaser shall deliver (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approvali) One Million Six Hundred Fifty Thousand Dollars ($1,650,000), against payment such amount constituting 75% of the Purchase Price, by or wire transfer of immediately available funds to an account as directed by the Company, 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 the Closing, Purchaser shall deliver (a) to the Company, the sum of $1,615,000; (b) to MAG, the sum of 100% of the purchase price for Due Diligence Fee or $20,000, and legal fees in the amount of $15,000. Provided that Company is not in default under Paragraph 10(i) (iv) or (v) hereof, the Purchaser Junior Securities 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 or $550,000 to an account designated by Company in writing by wire transfer, payable to or upon the order transfer 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 Securities representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Shares and the Warrants to the Underwriter, and the Underwriter agrees to purchase the Shares and the Warrants from the Company. The combined purchase price for each Share and Warrant shall be $1.081. (other than b) The Shares and the Warrants will be delivered by the Company to the Underwriter, registered in such names as the Underwriter may request, against payment of the purchase and sale price therefor by wire transfer of shares same day funds payable to the order of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place Company at the offices of Proskauer Rose LLPXxxx Capital Partners, 1585 XxxxxxxxLLC, 000 Xxx XxxxXxxxxxxx Xxxxx, Xxx Xxxx Xxxxxxx Xxxxx, XX 00000, xxthin two or such other location as may be mutually acceptable, at 6:00 a.m. PST, on the third (2or if the Shares and the Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business days day 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 givendate hereof, or at such other time and place date as the Company Underwriter and the Purchaser mutually agree upon in writingCompany determine pursuant to Rule 15c6-1 (a) under the Exchange Act. The purchase time and sale date of Exchangeable Preferred delivery of the Shares and the Warrants is referred to herein as the “Closing Date.” Delivery of the Shares shall be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Initial Closing shall take place at the aforesaid offices simultaneously with the execution Underwriter and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to Warrants shall be satisfied prior to made by physical delivery as directed by 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 fundsUnderwriter.

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 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin within 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 the Purchaser (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. (a) On the basis of the 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 up to 50,000,000 Units to the Underwriters for a purchase price of $ per Unit (representing a 9% discount to the public offering price); and (ii) each of the Underwriters, severally and not jointly, agrees to use its best efforts to offer and sell such Units to the public for a purchase price of $ per Unit, in compliance with all applicable federal, state and local laws and the rules of any self-regulatory authority to which the Underwriter is a member. (b) The offering period (the “Offering Period”) shall commence on the date hereof and shall continue until the earlier of the date on which 50,000,000 Units have been purchased (and payment therefor received as described below) or the close of business on July 30, 2004 (unless extended at the discretion of the Company and you to a date not later than August 30, 2004, such termination date being hereinafter referred to as the “Offering Termination Date”); provided, however, that unless at least 5,000,000 Units (the “Minimum Offering”) are purchased for (and payment therefor is received by the Escrow Agent) on or before the Offering Termination Date, no Units shall be sold and all payments received by the Escrow Agent shall be refunded promptly to the prospective investors, without interest. Transmittal of all payments for Units shall be made by you in accordance with the procedures of Rule 15c2-4 of the rules and regulations of the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In this regard, the Company and you shall enter into an Escrow Agreement with Bank of America, N.A. or such other banking institution acceptable to you (the “Escrow Agreement’). All payments for Units shall be made by (i) wire transfer to the Escrow Agent for the Company’s account and, if received by you, shall be transmitted by you to the Escrow Agent no later than the next business day following receipt thereof or (ii) authorization to your respective clearing firms for the debiting of the purchaser’s customer securities account. Funds paid by purchasers shall be deposited in an escrow account maintained with the Escrow Agent, and purchases may not, subject to applicable state securities or “blue sky” laws or regulations, be terminated or funds withdrawn by purchasers. Funds debited from customer securities accounts maintained with your respective clearing firms shall be transmitted to the escrow account maintained by the Escrow Agent on the next business day following such debit. The interest, if any, earned on funds deposited in the escrow account shall be distributed to the Company if the offering is completed and described herein or, if the offering is terminated without any Units being sold, shall be paid to you and shall be used for the payment of expenses incurred by you in connection with the offering. Your agency hereunder is coupled with an interest and, therefore, is not terminable by the Company without your permission, except as otherwise expressly so provided in this Section 3, and shall continue until the Offering Termination Date. Any termination of your agency or of this Agreement shall be without obligation on your part or on the part of the Company except as provided in Section 5 hereof, and except that if the Minimum Offering is consummated the provisions of Sections 5 and 7 hereof shall survive any termination of this Agreement. The Company shall have the sole right to accept offers to purchase Units and may reject any such offer in whole or in part. You shall have the right to reject any offer to purchase received by you in whole or in part, and any such rejection shall not be deemed a breach of your agreement contained herein. It is understood and agreed that nothing in this Agreement, including, without limitation, your agreement to use your best efforts to solicit offers to purchase the Units, shall prevent you from entering into any agency agreements, underwriting agreements or similar agreements governing the offer and sale of securities with any other issuer or issuers of securities and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person. If on or prior to the Purchaser Junior Securities (Offering Termination Date at least 5,000,000 Units have been purchased and the funds therefor have been deposited with the Escrow Agent, you shall so notify the Company. Provided that the Company accepts such purchases, and subject to the other than terms and conditions of this Agreement, delivery of any payment for the purchase and sale of shares of Exchangeable Preferred Units shall be made at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place a closing to be held at the offices of Proskauer Rose Xxxxxx & Xxxxx LLP, 1585 Xxxxxxxx00 Xxxxxxx Xxxxxxxxx Boulevard, Xxx XxxxSuite 505, Xxx Xxxx 00000Uniondale, xxthin two (2) New York 11553 at 10:00 a.m., New York City time, on the third full 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 day after the applicable Purchase Notice has been given, date on which you so notify the Company as provided in the immediately preceding sentence or at such other day, time and place as shall be agreed upon in writing by the Company and you. Thereafter (but not later than the Purchaser mutually agree Offering Termination Date) one or more additional closings may be agreed upon in writingbetween you and the Company. The purchase date and sale hour of Exchangeable Preferred at each such delivery and payment are herein called a “Closing Time.” Payment 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 to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder Units purchased from the Company shall deliver be made to the Purchaser Company or to its order by the Escrow Agent, acting upon instructions from you pursuant to the Escrow Agreement, and delivered to the Company by the Escrow Agent by one or more certified or official bank check or checks or wire transfer or transfers payable in same day funds. Such payment shall be made upon delivery of certificates representing any capital stock being sold and issued, one or more executed warrants representing all of for 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 Units to you against receipt therefor signed by you. The Units to be delivered at a closing shall be registered in such name or names and shall be in such denominations as you, at least two business days before the Purchaser related Closing Time, may request, and shall request upon notice be made available to you for inspection, checking and packaging by you in New York, New York, not later than 10:00 a.m., New York City time, on the Company, together with all last business day prior to such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval Closing Time. (in form and substance reasonably specified by Huff, xxbject to c) The Company hereby acknowledges that the Purchaser's reasonable approval), against payment wire transfer by or on behalf of the Purchaser Underwriters of the purchase price for any Securities does not constitute the Purchaser Junior closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters’ cost of financing as reasonably determined by Noble. (d) It is understood that you, individually and not as the Representative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, the respective aggregate 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 the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase the next succeeding sentence aggregate principal amount of Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 97.996% of the aggregate principal amount (the “Purchase Price”). (b) Payment of the Purchase Price for, and delivery of any certificates for, the Securities shall take place be made at the offices of Proskauer Rose LLPDechert LLP at 0000 X Xxxxxx XX, 1585 XxxxxxxxXxxxxxxxxx, 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, X.X. 00000 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. (New York City time) on October 8, 2021 (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and place as date of payment and delivery being herein called “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchaser mutually agree upon in writingPurchase Price for, the Securities, which it has agreed to purchase. The purchase Representative, individually and sale not as representative of Exchangeable Preferred the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred 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 issuedDate, 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 Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall request upon notice to be delivered at 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 Closing Date through the Purchaser's reasonable approval)facilities of the DTC or another mutually agreeable facility, against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable Purchase Price therefore in immediately available funds 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 representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.808% of the principal amount of the Notes and accrued interest, if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities (other than set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase and sale of shares of Exchangeable Preferred price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices office of Proskauer Rose Xxxxx Xxxx & Xxxxxxxx LLP, 1585 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 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 hereunderat 10:00 a.m., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York time, on May 20, 2015, or at such other time and place not later than seven full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writingCompany determine, such time being herein referred to as the “Closing Date”. The purchase and sale For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall take place at be the aforesaid offices simultaneously with the execution settlement date for payment of funds and delivery of this Agreement subject securities for all the Securities sold pursuant to satisfaction of the conditions set forth in this Agreement required offering. The Securities so to be satisfied delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours 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 fundsDate.

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 Securityholder agrees 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 Securityholder, 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 Securityholder 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 Securityholder 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 and the Selling Securityholder. 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 ___________ , 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 and the Selling Securityholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 (thirty) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholder. Furthermore, in immediately available the event that the Underwriters wire funds to the Company and the Custodian prior to the completion of the closing of a purchase of Securities, the Company and the Selling Securityholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Securityholder will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and the Custodian to the Underwriters on the same day the Wired Funds were received by the Company and the Custodian, the Company and the Selling Securityholder agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by them, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 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 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. (b) For the sole purpose of covering any over-allotments in immediately available funds.connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the basis of the several (and not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, each of the Selling Stockholders hereby grants to the several Underwriters an option to purchase, severally and not jointly, so many of the Option Securities set forth opposite the name of such Selling Stockholder in Schedules 1-A and 1-B. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company and each of the Selling Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be

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 99.00% of their principal amount plus accrued interest 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 June 22, 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 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 Purchasers, and each Initial Purchaser agrees to purchase from the Company, that principal amount of Senior Notes as is 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 opposite such Initial ClosingPurchaser’s name on Schedule I hereto at 97.5% of their principal amount, representing a commission or discount of 2.5% in respect of placement and underwriting, plus accrued and unpaid interest thereon from and including November 15, 2001 to but excluding the Closing Date. At each Closing hereunder the Company shall deliver to the Purchaser one One or more certificates in definitive global form for the Securities that the Initial Purchasers have agreed to purchase hereunder, with Securities to be sold pursuant to Rule 144A under the Act to be represented by a different global certificate than the global certificate representing any capital stock being Securities to be sold and issuedpursuant to Regulation S under the Act, one shall be delivered by 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 on behalf 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 Initial Purchasers through the facilities of The Depository Trust Company (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), “DTC”) against payment by or on behalf of the Purchaser Initial Purchasers of the purchase price for the Purchaser Junior Securities therefor in United States dollars, by wire transfer, payable to or upon the order of the Company in transfer (immediately available funds) to such bank account or accounts in the United States 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 February 8, 2002, at Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, 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 Securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with DTC or its designated custodian, and registered in 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 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, 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 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 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 Firm Securities shall be made at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York 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 the Representatives at the offices in New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 sell 2,083,334 Firm Securities to the Underwriters, (other than ii) each Selling Stockholder agrees, severally and not jointly, to sell the purchase and sale number of shares of Exchangeable Preferred at the Initial Closing which shall take place as Firm Securities set forth opposite such Selling Stockholder's name in the next succeeding sentence hereofSchedule II 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 respective 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 Firm Securities (subject to satisfaction such adjustment to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Securities to be sold by the Company and each of the conditions Selling Stockholders, respectively, as the number of Firm Securities set forth opposite the name of such Underwriter in this Agreement required to be satisfied prior Schedule 1 hereto bears to the consummation total number of Firm Securities. Certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, 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 Company and substance reasonably specified by Huff, xxbject the Agent 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 aggregate purchase price therefor by wire transfers in same day funds (the "Wired Funds") to accounts specified by the Company and the Agent, respectively. Documents required to be delivered pursuant to this Agreement in connection with such delivery of and payment for the Purchaser Junior Firm Securities shall be made at the offices of Vinsxx & Xlkixx X.X.P., 2300 First City Tower, 1001 Xxxxxx, Xxxxxxx, Texas 77002-6760 at 9:00 a.m., Central 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 (b) For the sole purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by wire transferthe Prospectus, payable the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the order terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Company in immediately available funds.Firm Securities and the Firm Closing

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 Securityholder agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Securityholder, 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 Company and substance reasonably specified by Huff, xxbject the 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 Securityholder 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 Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000 at 9:30 A.M., New York time, on March ___, 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 11 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 New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Securityholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholder setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Selling Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the Company closing of a purchase of the Securities from the Selling Securityholder. Furthermore, in immediately available the event that the Underwriters wire funds to the Selling Securityholder prior to the completion of the closing of a purchase of Securities, the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Selling Securityholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Selling Securityholder to the Underwriters on the same day the wired funds were received by the Selling Securityholder, the Selling Securityholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. The purchase and sale (1) 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, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase and sale from the Company at a price of shares $[______] per share of Exchangeable Preferred at the Initial Closing which shall take place as Common Stock, that number of Firm Shares set forth in Schedule A opposite the next succeeding sentence hereofname of such Underwriter. (2) Payment of the purchase price and delivery of certificates for the Firm Shares shall take place be made at the offices of Proskauer Rose LLPCravath, 1585 XxxxxxxxSwaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two or at such other place as shall be agreed upon by the Representatives and the Company. Such delivery and payment shall be made at 10:00 a.m. (2New York City time) 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 hereunderon November [ ], but in no event earlier than 15 business days after the applicable Purchase Notice has been given1999, or at such other time and place date as shall be agreed upon by the Company Representatives 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 but not more than three business days after the foregoing date (such other Transaction Documents as may time and date of payment and delivery being herein called the "Closing Date"). Delivery of the Firm Shares shall be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject made to the Purchaser's reasonable approval), Representatives for the respective accounts of the several Underwriters against payment by or on behalf the several Underwriters through the Representatives of the Purchaser respective aggregate purchase prices of the purchase price for Firm Shares being sold by the Purchaser Junior Securities by wire transfer, payable Company to or upon the order of the Company by wire transfer payable in immediately available fundssame day funds to the accounts specified by the Company. Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. (3) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grant an option to the Underwriters to purchase all or any part of the Option Shares at the same purchase price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. Said option may be exercised from time to time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of the Option Shares as to which the several Underwriters are exercising the option and any Option Closing Date. The number of the Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. The maximum number of Option Shares to be sold by the Company is 55,000, and the maximum aggregate number of Option Shares to be sold by the Selling Stockholders is 470,000. The maximum number of Option Shares which each Selling Stockholder agrees to sell is set forth in Schedule II hereto. In the event that the Underwriters exercise less than their full over-allotment option, (i) the Company will not sell any of its Option Shares until the Selling Stockholders have sold all their Option Shares and (ii) the number of Option Shares to be sold by each Selling Stockholder shall be pro rata, such that, as nearly as practicable, for every Option Share purchased by the Underwriters, Xxxxxx Xxxxxxxxx shall sell .74468 Option Shares and Xxxxxxx and Xxxxx Xxxxx shall sell .25532 Option Shares. Each Selling Stockholder will pay any applicable state transfer taxes involved in the transfer to the several Underwriters of the Option Shares to be purchased by them from such Selling Stockholder, and the respective Underwriters will pay any additional stock transfer taxes then involved in further transfers. (4) If the option provided for in Section (c) hereof is exercised after the third business day prior to the Closing Date, the Company will deliver the Option Shares (at the expense of the Company) to the Representatives at Cravath, Swaine & Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives which shall be within three business days after exercise of said option (each such date and time of payment and delivery being herein called an "Option Closing Date"), against payment by the several Underwriters through the Representatives thereof to, or upon the order of, the Company by wire transfer payable in same day funds to the accounts specified by the Company. Delivery of the Option Shares shall be made through facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Representatives on any settlement date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 7 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 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 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 Firm Securities shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois), 000 Xxxx Xxxxxx Xxxxx, Chicago, Illinois 60606-1285, at 9:30 A.M., Chicago 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 the Representatives at the offices in New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, covenants and agreements herein contained, but subject to the terms and 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, at a price of $5.58 per Unit, that 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 in Schedule A opposite the next succeeding sentence name of such Underwriter, subject to such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 14 hereof. The initial public offering price per Unit shall be $6.20, comprising of one Share and one Warrant. (b) Payment of the purchase price and delivery of certificates for the Firm Securities shall take place be made at the offices of Proskauer Rose Beckman, Millman & Sanders, LLP, 1585 Xxxxxxxx116 John Street, New York, Xxx Xxxx, Xxx Xxxx Xxrk 00000, xxthin two or xx xxxx other pxxxx xx xxxxx be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (2New York City time) on the third business days day following the satisfaction of date on which the conditions set forth in this Agreement required to Registration Statement has been declared effective (the "Effective Date") or at such earlier time and date or other time and date as shall be satisfied prior to agreed upon by the consummation of Representative and the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier Company not later than 15 third business days after the applicable Purchase Notice has been given, or at such other third business day (such time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale date of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution payment and delivery of this Agreement subject to satisfaction being herein called the "Closing Date"). Delivery of the conditions set forth in this Agreement required certificates for the Firm Securities shall be made to be satisfied prior to you, for the consummation respective accounts 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)Underwriters, against payment by or on behalf you, for the respective accounts of the Purchaser Underwriters, of the purchase price for the Purchaser Junior Firm Securities by certified or official bank checks payable in same day funds or by wire transfertransfer of immediately available funds, payable to or upon the order of the Company. Certificates for the Firm Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Firm Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date. (c) The Additional Securities shall be purchased by the Underwriter from the Company as provided herein. This option may be exercised only to cover over-allotments in the sale of Shares and Warrants by the Underwriter. This option may be exercised by you on the basis of the representations, warranties, covenants, and agreements herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the forty-fifth day following the date that the Registration Statement is declared effective by the Commission, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, the name or names in which the certificates for the Shares and Warrants (the "Additional Securities") underlying such Additional Securities are to be registered, the authorized denominations in which such Additional Securities are to be issued, and the time and date, as determined by the Underwriter, when such Additional Securities are to be delivered (each such time and date are herein called an "Additional Closing Date") (references herein to the Closing Date shall mean the Closing Date referred to in section 5(a) hereof and/or any Additional Closing Date, if any, as the context requires, unless otherwise specifically provided herein); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. (d) Payment of the purchase price of $5.58 per Unit and delivery of certificates for the Additional Securities shall be made at the offices Beckman, Millman & Sanders, LLP, 116 John Street, New York, Xxx Xxrk 00000, ox xx xxch other xxxxx xx shall be agreed upon by the Representative and the Company. Delivery of the certificates for the Additional Securities shall be made to you, for the respective accounts of the Underwriters, against payment by you, for the respective accounts of the Underwriters, of the purchase price for the Additional Securities by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for the Additional Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Additional Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Additional Closing Date. You have advised the Company that each Underwriter has authorized you to accept delivery of its Securities, to make payment and to deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by you by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

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 Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 96.511% of the principal amount thereof, 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 case of the conditions set forth in this Agreement required to be satisfied prior to the consummation Fixed Rate Notes, and 97.000% of the purchase and sale principal amount thereof, in the case of the Purchaser Junior Securities hereunderFloating Rate Notes, 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 writingto issue the Guarantees. 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) 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 Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 A.M., New York time, on April 24, 1998, 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 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 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 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 from the Company the principal amount at maturity of Securities set forth in opposite the next succeeding sentence hereof) shall take place Initial Purchaser’s name on 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 price equal to 55.4145976% 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 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 Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York time, on February 4, 2004, 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 Securities by wire transferat the offices of Bear, payable Xxxxxxx & Co. Inc. in New York, New York, or at such other place as Bear, Xxxxxxx & Co. 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 set forth in Purchaser, and the next succeeding sentence hereof) shall take place at Initial Purchaser agrees to purchase from the offices of Proskauer Rose LLPCompany, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction entire principal amount of the conditions Notes at 104.00% of their principal amount. The Initial Purchaser shall receive a commission equal to 1.50% of the aggregate principal amount of the Notes. The payment of such commission may be set forth in this Agreement required to be satisfied prior to off against the consummation payment 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 price paid by 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 ClosingPurchaser. 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 related Guarantees 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 48 hours prior to the Purchaser's reasonable approval)Closing Date shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchaser Initial Purchaser, 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 Notes and the related Guarantees shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP at 9:00 A.M., New York time, on November 18, 2004, or at such other location date as the Initial Purchaser 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 Notes and the related Guarantees available fundsfor review by the Initial Purchaser at the offices in New York, New York of Citigroup Global Markets Inc. (“Citigroup”), or at such other place as the Initial Purchaser may designate, not later than 1:00 P.M. on the Business Day prior to the Closing Date.

Purchase Sale and Delivery of the Securities. The (a) Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Offered Shares, and sale by acceptance of this Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree severally and not jointly, in the respective percentages set out in Section 11 hereof, to purchase at the Closing Time, all, but not less than all, of the Purchaser Junior Securities Offered Shares. (b) Each Underwriter shall use its commercially reasonable efforts to ensure that the compensation paid to any member of FINRA or person affiliated with a member of FINRA shall comply with FINRA Corporate Financing Rule 5110, and shall use its commercially reasonable efforts to ensure that all participating FINRA members are aware of their obligations pursuant to FINRA Rules 2730, 2740, 2420 and 2750. (c) The Company and the Underwriters shall not distribute any Marketing Materials in connection with the Offering other than in accordance with this Section 3. (d) Subject to the purchase prior written consent of the Company, the Underwriters may prepare and sale provide to any potential investor in connection with the Offering, any Marketing Materials reasonably required by the Underwriters, such Marketing Materials to comply with applicable securities laws and to be acceptable in form and substance to the Company and its counsel, acting reasonably, and approved by the Company as contemplated by applicable securities laws. (e) The Company shall file a template version of shares any Marketing Materials in accordance with applicable securities laws as soon as reasonably practicable after such Marketing Materials are approved by the Company and the Underwriters and in any event on or before the day the Marketing Materials are first provided to any potential investor in connection with the Offering. (f) The closing of Exchangeable Preferred at the Initial Closing which Offering shall take place as set forth in the next succeeding sentence hereof) shall take place occur at the offices of Proskauer Rose Xxxxxx Xxxxxxx 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 shall be agreed upon by the Company Underwriters 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 at 6:00 a.m. (Vancouver time) (the “Closing Time”) on June 6, 2014, or such other Transaction Documents time and date as the Underwriters and the Company may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval agree upon (acting reasonably) in form writing (such time and substance reasonably specified by Huff, xxbject to date of payment and delivery being herein called the Purchaser's reasonable approval“Closing Date”), against payment by or on behalf of the Purchaser . Payment in respect of the purchase price for the Purchaser Junior Securities Offered Shares shall be denominated in United States dollars, and shall be made to the Company by wire transfertransfer of immediately available funds to a bank account designated by the Company, against delivery by the Company to the Underwriters, in Xxxxxxx, Xxxxxxx, of the Offered Shares in electronic or certificated form as directed by the Underwriters. (g) Certificates for any Offered Shares shall be in such denominations and registered in such names as the Co-Lead Underwriters, on behalf of the Underwriters may request in writing at least two full business days before the Closing Date. The Company will permit the Co-Lead Underwriters on behalf of the Underwriters to examine such certificates for delivery at least one full business day prior to the Closing Date. At the option of the Co-Lead Underwriters, on behalf of the Underwriters, delivery of the Offered Shares may be made to the Underwriters through the facilities of CDS Clearing and Depositary Services Inc. for the account of the Underwriters. (h) At the Closing Date, the Company shall contemporaneously pay to the Underwriters the fee referred to in Section 4 of this Agreement and the expenses payable to the Underwriters pursuant to Section 5 of this Agreement, which payments may be deducted from the aggregate gross proceeds of the Offering payable by the Underwriters to the Company. (i) In the event the Over-Allotment Option is exercised in whole or upon in part, the order Additional Shares shall be deemed to form part of the Offering and all provisions and conditions relating to the Closing on the Closing Date shall apply to the Over-Allotment Closing on the Over-Allotment Closing Date, unless otherwise agreed to in writing by the Co-Lead Underwriters on behalf of the Underwriters. (j) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Offered Securities and commission with respect to the Offering) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) the Underwriters’ obligations to the Company in immediately available fundsrespect of the Offering are set forth in this Agreement in their entirety and (iii) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters.

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 shall be made at the offices of Klehr, 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 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 wire transferthe Representative at the offices in New York, payable 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities (the "Over-Allotment Option"). The purchase price to be paid for any Option Securities shall be the same price per Unit as the price per Unit for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq SmallCap Market (as defined in Section 5(m) herein) is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities, and together with the Firm Closing Date, the "Closing Dates." Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the order terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) In connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company in immediately available funds.hereby grants to the Representative the right to receive on the Firm Closing Date and the Unit Purchase Option. The Unit Purchase Option will be exercisable into 32,500 Units for a five-year period, commencing one year after the effective date of the Registration Statement, at an exercise price of $22.80

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 Underwriter, and the Underwriter agrees to purchase from the Company, $50,000,000 in principal amount of Securities (other than at a purchase price of 101.602% of the principal amount thereof plus accrued interest from May 15, 2004 to the date of payment and delivery. 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 LLPUBS Securities LLC, 1585 Xxxxxxxx299 Park Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York, xxthin two at 10:00 a.m. New York time, on Sxxxxxxxx 00, 0000 xx xx xxxx xxxxx time 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 Underwriter. 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 Underwriter requests in writing not later than the second full business day prior to the consummation Closing Date. The single global certificate, or certificates if not in book-entry form, will be made available for inspection by the Underwriter at least one business day prior to the Closing Date at the office 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, Underwriter or at such other time and place as the Company Underwriter, 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 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 Firm Securities shall be made at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 at 9:30 A.M., New York 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 the Representatives at the offices in New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, each Selling Securityholder, severally and not jointly, hereby grants to the several Underwriters an option to purchase, the number of Option Securities set forth opposite the name of such Selling Securityholder in Schedule II hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). If the Underwriters exercise the over-allotment option in part, the number of Option Securities to be sold be each Selling Securityholder will be determined first on a pro-rata basis among the Selling Securityholders (based upon the percentage of the total number of Option Securities purchased from each Selling Securityholder obtained by dividing the total number of Option Securities offered by such Selling Securityholder by the aggregate number of Option Securities offered by the Selling Securityholders hereunder) up to the total number of Option Securites offered hereunder, and then from the Company. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholders (and the Attorneys-in-Fact) setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholders shall become obligated to sell, severally and not jointly, to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. In the event that any of the Selling Securityholders fail to provide any portion of the Option Securities set forth opposite their name on Schedule 2 hereto, the Company shall become obligated to sell and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligation to purchase from the Company, such portion of the Option Securities. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 Firm Securities shall be made at the offices of Bakex & Xottx, 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 Section 11 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date". The Company and each of 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 New York, New York of the Company's transfer (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and Drum hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities to be sold by them. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. For purposes of covering any over-allotments in connection with the distribution and sale of Option Securities as contemplated by the Prospectus, Remy Capital Partners III, L.P. ("Remy"), Remy Investors and Consultants, Incorporated ("Remy Consultants") and Kennxxx X. Xxxxx xxxeby grant to the several underwriters an option to purchase, severally and not jointly, Warrants to purchase 165,000, 165,000 and 30,000 shares of Common Stock, respectively, at an exercise price of $1 43/48 per share. The purchase price to be paid for such Warrants shall be at a price per Warrant to purchase one share of Common Stock equal to the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4 less the warrant exercise price, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The options granted hereby may be exercised as to all or any part of the Option Securities, including for this purpose, the Warrants, from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Additional Selling Securityholders as to the number of Option Securities (including the number of Warrants pursuant to which Securities may be issuable) as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities or Warrants. The exercise of such options shall be effected on a pro rata basis between the Company and the Additional Selling Securityholders. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities and Warrants. Upon the exercise of the options as provided herein, the Company and the Additional Selling Securityholders shall become obligated to sell to each of the Underwriters and, subject to the terms and conditions set forth herein, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and such Additional Selling Securityholders, the same percentage of the total number of the Option Securities (including for this purpose the number of Warrants to purchase Securities) as to which the several Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the options (c) The Company, each Selling Securityholder and each Additional Selling Securityholder acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities or Warrants does not constitute a closing of a purchase and sale of the Purchaser Junior Securities or Warrants. Only execution and delivery of a receipt for Securities or Warrants, as the case may be, by the Underwriters indicates completion of the closing of a purchase of the Securities or Warrants as the case may be, from the Company and each Selling Securityholder or Additional Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities or Warrants, as the case may be, the Company, each Selling Securityholder and each Additional Selling Securityholder acknowledge that until the Underwriters execute and deliver a receipt for the Securities or Warrants as the case may be, by facsimile or otherwise, the Company and each Selling Securityholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfertransfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities or Warrants is not completed and the wire funds are not returned by the Company and each Selling Securityholder or Additional Selling Securityholder to the Underwriters on the same day the wired funds were received by the Company, payable the Company and each Selling Securityholder and Additional Selling Securityholder agree to pay to the Underwriters in respect of each day the wire funds are not returned by the Company or upon any Selling Securityholder or Additional Selling Securityholder, as the order case may be, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Company in immediately available fundsRepresentatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities or Warrants to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) 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 Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Securities upon the terms but subject to the conditions herein set forth and (other than ii) each Underwriter, severally and not jointly, agrees to purchase from the purchase and sale Company the number of shares of Exchangeable Preferred at the Initial Closing which shall take place as Firm Securities set forth in the next succeeding sentence second column of Schedule I opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a purchase price of $3.80 per share, payable on the Closing Date; provided that the purchase price with respect to the 5,500,000 of the Firm Securities sold to, or to entities affiliated with, the Company's chief executive officer, Xx. Xxxxxx Xxxxxx, and other executive officers and certain directors of the Company shall be $4.00 per share. (b) Payment for the Firm Shares to be sold hereunder is to be made in federal (same day) funds against delivery of the Firm Shares to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company. Delivery of the Firm Securities to be purchased by the Underwriters and payment of the purchase price therefor to the Company shall take place be made at the offices of Proskauer Rose LLPFried, 1585 XxxxxxxxFrank, Harris, Xxxxxxx & Xxxxxxxx LLP ("Underwriters' Counsel"), Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, xxthin on April 26, 2017 (unless postponed in accordance with the provisions of Section 10), or such other time and date as the Underwriters shall designate by notice to the Company (the time and date of such closing are called the "Closing Date"). The Firm Shares will be delivered in such denominations and in such registrations as the Representatives requests in writing not later than the second full business day prior to the Closing Date (c) In addition, on the basis of the representations, warranties covenants and agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an overallotment option to the several Underwriters to purchase the Additional Securities at the price set forth in Section 2(a) above. The overallotment option granted hereby may be exercised in whole or in part by giving written notice within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters to the Company setting forth the number of Additional Securities as to which the several Underwriters are exercising the overallotment option and the time and date at which such certificates are to be delivered. The time and date at which Additional Securities are to be delivered shall be determined by the Representatives but shall not be earlier than two (2) nor later than 10 full business days following after the satisfaction exercise of such overallotment option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Additional Closing Date"). If the date of exercise of the conditions overallotment option is two or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Additional Closing Date. The number of Additional Securities to be purchased by each Underwriter shall be in the same proportion to the total number of Additional Securities being purchased as the number of Firm Securities being purchased by such Underwriter bears to the total number of Firm Securities. You, as Representatives of the several Underwriters, may cancel such overallotment option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the overallotment option is exercised, payment for the Additional Securities shall be made on the Additional Closing Date in federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. (d) [Reserved]. (e) Deliveries of the documents described in Section 6 hereof with respect to the purchase of Firm Securities or Additional Securities, as the case may be, shall be made at 9:00 A.M., New York City time, at the office of Underwriters' Counsel, or at such other place and time as shall be agreed upon by the Underwriters and the Company on the Closing Date, or on the Additional Closing Date, as the case may be. (f) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Securities) were negotiated at arm's length between sophisticated parties represented by counsel; (ii) no fiduciary, advisory or agency relationship between the Company, on the one hand, and the Underwriters, on the other hand, has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether the Underwriters have advised or are advising any such party on other matters, (iii) the Underwriters' obligations to the Company in respect of the Offering are set forth in this Agreement required in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. (g) The Company agrees that the Company will pay all transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Firm Securities or Additional Securities, if any, to be satisfied prior sold by the Company to the consummation Underwriters or otherwise in connection with the performance 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 obligations 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.hereunder;

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 nine percent (9%), 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 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 Firm Securities shall be made at the offices of ______________________________________________________ at 9:30 A.M., New York time, on __________, 2002, 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, 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 Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of Noble International Investments, Inc. ("Noble") at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities (the "Over-Allotment Option"). The purchase price to be paid for any Option Securities shall be the same price per Unit as the price per Unit for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the American Stock Exchange (as defined in Section 5(m) herein) is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option if such exercise occurs. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities, and together with the Firm Closing Date, the "Closing Dates." Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) On the Firm Closing Date, the Company shall issue and sell to the Underwriters, the Unit Purchase Option at a purchase price of $[100.00] which Unit Purchase Option shall entitle the holders thereof to purchase an aggregate of 100,000 Units. The Unit Purchase Option shall not be exercisable for one year after the Effective Date and will expire four years after such date at an initial exercise price equal to one hundred twenty percent (120%) of the initial public offering price of the Units. The Unit Purchase Option Agreement and form of Units Purchase Option Certificate shall be substantially in the form filed as an Exhibit to the Registration Statement. The Securities to be received by the Underwriters upon exercise of the Unit Purchase Option shall be substantially the same as delivered to the public in the Offering. Payment for the Unit Purchase Option shall be made on the Firm Closing Date. The Company has reserved and shall continue to reserve a sufficient number of Units, Shares and Warrants for issuance upon exercise of the Unit Purchase Option. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Noble (e) It is understood that you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 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 Finance Co. agrees to issue and sell to the Purchaser mutually Underwriters, and the Underwriters, acting severally and not jointly, agree upon to purchase Notes in writing. The purchase and sale the respective amounts set forth on Schedule 1 hereto from the Company at 98.863% 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 their principal amount (such percentage of the conditions set forth in this Agreement required to be satisfied prior to principal amount, 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 “Purchase Price”). (b) One or more certificates representing any capital stock being sold in definitive form for the Securities 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 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 Underwriters, against payment by or on behalf of the Purchaser Underwriters of the purchase price 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 Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx prior to 10:00 A.M. New York City time, on December 11, 2014, or at such other place, time or date as the Underwriters, 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 Underwriters at the offices of Xxxxxx Xxxxxxx & Co. LLC, payable to New York City, or upon at such other place as the order Representatives, on behalf of the Company in immediately available fundsUnderwriters, 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 each Initial Purchaser acting severally and not jointly agrees to purchase from the Company, the Notes in the respective amounts set forth in the next succeeding sentence hereof) shall take place on Schedule 1 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 issuedthe related 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 48 hours prior to the Purchaser's reasonable approval)Closing Date (as defined) shall be delivered by or on behalf of the Company, against payment by or on behalf of the Purchaser Initial Purchasers, 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 Notes and the related Guarantees shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A. M., New York time, on October 23, 1997, or at such 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 Notes available fundsfor checking and packaging by the Initial Purchasers at the offices in New York, New York of CIBC Wood Gundy Securities Corp. 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 and covenants herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, the respective aggregate 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 the Underwriter in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase the next succeeding sentence aggregate principal amount of Securities set forth opposite the name of such Underwriter on Exhibit A hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities, in each case at a purchase price of 98% of the aggregate principal amount (the “Purchase Price”). (b) Payment of the Purchase Price for, and delivery of any certificates for, the Securities shall take place be made at the offices of Proskauer Rose Blank Rome LLP, 1585 0000 Xxxxxx xx xxx 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, XX 00000 or at such other place as shall be agreed upon by the Representative and the Company, at 10:00 a.m. (New York City time) on January 19, 2022 (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and place as date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company against delivery to the Representative through the facilities of DTC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its accounts, to accept delivery of, receipt for, and make payment of the Purchaser mutually agree upon in writingPurchase Price for, the Securities, which it has agreed to purchase. The purchase Representative, individually and sale not as representative of Exchangeable Preferred the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) The Securities shall be electronically transferred 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 issuedDate, 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 Underwriters may request in writing at least two (2) full business days before the Closing Date. The Securities purchased hereunder shall request upon notice to be delivered at 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 Closing Date through the Purchaser's reasonable approval)facilities of the DTC or another mutually agreeable facility, against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable Purchase Price therefore in immediately available funds 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 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 Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase, the Securities in the respective amounts set forth on Schedule 2 hereto from the Company at % of their principal amount and the Securities as set forth in the next succeeding sentence hereof) shall take place on Schedule 3 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 Two 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 CompanyCompany at least 36 hours prior to each respective Closing Date (as defined below), together with all such other Transaction Documents as may shall be reasonably specified delivered by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject or on behalf of the Company to the Purchaser's reasonable approval)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 each respective Closing Date (as defined below), or by such means as the parties hereto shall agree prior to each respective Closing Date (as defined below). Such delivery of and payment for the Purchaser Junior Securities by wire transfershall be made at the offices of Skadden, payable Arps, Slate, Meagher& Xxxx LLP, 0 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 at 10:00 A.M., New York time, on September 18, 2006, with respect to or upon the order Floating Rate Securities (the “Floating Rate Closing Date”) and on September 22, 2006 with respect to the Fixed Rate Securities (the “Fixed Rate Closing Date”, and each of the Fixed Rate Closing Date and the Floating Rate Closing Date a “Closing Date”) 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. The Company will make such certificates for the Securities available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in immediately available fundsNew York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to each respective Closing Date.

Purchase Sale and Delivery of the Securities. (a) The purchase Company agrees to issue and sale sell the Securities to the Underwriters named in this Agreement, and each Underwriter, on the basis of the Purchaser Junior representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company 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 set forth opposite such Underwriter’s name as set forth in Schedule 1 to this Agreement at a price equal to 97.00% of the next succeeding sentence hereofprincipal amount thereof plus accrued interest, if any, from March 12, 2008 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall take place be made at the offices of Proskauer Rose Xxxxxx Xxxxxx & Xxxxxxx LLP, 1585 Xxxxxxxx00 Xxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx XX 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 hereunderat 10:00 A.M., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York City time, on March 12, 2008, or at such other time and or place on the same or such other date, not later than the third business day thereafter, as the Company Representatives and the Purchaser mutually Company may agree upon in writingwriting (the “Closing Date”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The purchase Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) The Company acknowledges and sale of Exchangeable Preferred at agrees that 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 Underwriters named in this Agreement required to be satisfied prior are acting solely in the capacity of an arm’s length contractual counterparty to the consummation Company with respect to any offering of Securities contemplated hereby (including in connection with determining the terms of the purchase offering) and sale not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Exchangeable Preferred at transactions contemplated hereby, and such Initial Closing. At each Closing hereunder Underwriters shall have no responsibility or liability to 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 with respect thereto. Any review by such Underwriters named in this Agreement 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 the transactions contemplated thereby or other matters relating to such other Transaction Documents as may transactions will be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form performed solely for the benefit of the Underwriters and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or shall not be on behalf of the Purchaser Company. (e) 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, severally and not jointly, to purchase $22,500,000 principal amount of Option Securities at the same price set forth in Schedule B for the Purchaser Junior Securities by wire transferFirm Securities, payable plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or upon in part from time to time (but not more than two (2) times without the order written consent of the Company) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Securities upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Additional Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in immediately available fundsany event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Option Securities then being purchased which the principal amount of Firm Securities set forth in Schedule 1 opposite the name of such Underwriter bears to the aggregate principal amount of Firm Securities.

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, and at a purchase price of $_____ per share of Common Stock, (A) the Company agrees to sell to the several Underwriters, and the Underwriters severally and not jointly, agree to purchase from the Company the number 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 opposite 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 respective names of the conditions Underwriters in Column (1) of Schedule 1 hereto and (B) each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters, a pro rata portion of the total number of Securities set forth opposite the name of such Selling Stockholder in this Agreement required to be satisfied prior to the consummation Column (1) 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 Schedule 2. (b) 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 therefor by wire transfer in same-day funds (the "Wired Funds") to the account of the Company and the Custodian. Such delivery of and payment for the Firm Securities shall be made at the offices of Stroock & Stroock & Lavax XXX, 180 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on ________ __, 2000, 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 Custodian will make such certificate or certificates for 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 or by Prudential Securities Incorporated, at least 24 hours prior to the Firm Closing Date. (c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and certain of the Selling Stockholders designated on Schedule 2 hereto grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and to such Selling Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and such Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and such Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and such Selling Stockholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, calculated as set forth in (a) above, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (d) Each of the Company and each Selling Stockholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Stockholders. Furthermore, in the event that the Underwriters wire transferfunds to the Company and to the Custodian prior to the completion of the closing of a purchase of Securities, payable to or upon the order each of the Company and each Selling Stockholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Stockholder will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. If the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and the Selling Stockholder to the Underwriters on the same day the Wired Funds were received by the Company and the Selling Stockholder, each of the Company and the Selling Stockholder agrees to pay to the Underwriters in immediately available respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (e) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 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 for 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. (b) For the sole purpose of covering any over-allotments in immediately available funds.connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the basis of the several (and not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions set forth in this Agreement, Jack Xxxxxxxx xxx Stepxxx Xxxxxx xxxeby grant to the several Underwriters an option to purchase, severally and not jointly, so many of the Option Securities set forth opposite the name of such Management Selling Stockholder in Schedules 1-A. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed within 24 hours in writing) to the Company and each of the Management Selling Stockholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be

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 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 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 therefor by wire transfer or certified or official bank check or checks payable in federal (same day) funds, to 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 New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, on the basis of the representations, warranties, agreements and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, severally and not jointly, an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities once at any time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Underwriters may exercise the option granted hereby by notice from the Representative in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the Underwriters are exercising the option and the date and time for delivery of and payment for such Option Securities. Such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph 3(b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that you, individually and not as the Representative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt (by facsimile or otherwise) for the Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not by entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practical (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the wire funds are not returned by it, in same-day funds, interest at the Prime Rate as stated in the Wall Street Journal on the date hereof on the amount of such wire 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 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 (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 LLPSchedule 1 hereto; except as provided in Section 3(b), 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 writingbelow. 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 Firm Securities shall be made at the offices of O'Melveny & Myerx XXX; 275 Xxxxxxx Xxxxxx, Xxxxx 0000; Xxx Xxxxxxxxx, XX 00000-0000, xx 9:30 A.M., New York time, on [_____], 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 New 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. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company in immediately available fundsprior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as (d) It is understood that any of you, individually and not as the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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 of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction 100.425% of the conditions set forth in this Agreement required to be satisfied prior to the consummation principal amount 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 writingNotes. 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), 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 June 7, 2002, 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 and sale (a) On the basis of the Purchaser Junior Securities (other than representations, warranties and agreements 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 sell to the consummation several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a purchase price of 99.850% of the principal amount thereof, in the case of the 2026 Notes purchased by such Underwriter, and 99.600% of the principal amount thereof, in the case of the 2034 Notes purchased by such Underwriter. (b) The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase and sale price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Purchaser Junior Securities hereunderCompany at the office of Cravath, but in no event earlier than 15 business days after the applicable Purchase Notice has been givenSwaine & Xxxxx LLP at 10:00 a.m., New York time, on May 18, 2023, or at such other time and place not later than seven full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writingCompany determine, such date and time being herein referred to as the “Closing Date”. The purchase and sale For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall take place at be the aforesaid offices simultaneously with the execution settlement date for payment of funds and delivery of this Agreement subject the Securities sold pursuant to satisfaction the offering. The Securities to be delivered or evidence of their issuance will be made available for checking at the office of the conditions set forth in this Agreement required to be satisfied Depository Trust Company (“DTC”) or its designated custodian at least 24 hours 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 fundsDate.

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 $25.82 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 Firm Securities shall be made at the offices of Pryor, Cashman, Sherman & Flynn, 410 Park Avxxxx, Xew Xxxx, Nxx Xxxx 00000, xx 0:00 X.X., Xxx Xxxx xime, on July 16, 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 available for checking and packaging by the Representatives at the offices of the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon, or as the representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Purchaser Junior Securities. Only execution and delivery of a receipt for Securities by wire transfer, payable to or upon the order Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in immediately available respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. The purchase and sale On the basis of the Purchaser Junior representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.689% of the principal amount of the Additional Notes plus accrued interest of $2,756,250 from May 28, 2014 to, but excluding August 19, 2014 and accrued interest, if any, from August 19, 2014 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities (other than set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase and sale of shares of Exchangeable Preferred price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices office of Proskauer Rose Xxxxx Xxxx & Xxxxxxxx LLP, 1585 Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 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 hereunderat 10:00 a.m., but in no event earlier than 15 business days after the applicable Purchase Notice has been givenNew York time, on August 19, 2014, or at such other time and place not later than seven full business days thereafter as the Company Representatives and the Purchaser mutually agree upon in writingCompany determine, such time being herein referred to as the “Closing Date”. The purchase and sale For purposes of Exchangeable Preferred at Rule 15c6-1 under the Initial Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall take place at be the aforesaid offices simultaneously with the execution settlement date for payment of funds and delivery of this Agreement subject securities for all the Securities sold pursuant to satisfaction of the conditions set forth in this Agreement required offering. The Securities so to be satisfied delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours 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 fundsDate.

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 $12.50 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 by wire transfershall be made at the offices of the Company, payable 55 Pxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, xx 9:30 A.M., New York time, on June 3, 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 9 hereof, such time and date of delivery against payment being herein referred to as the order "Firm Closing Date"; provided, however, that the participation of the Company and the Representatives and their respective counsel at such closing may be by telephone or facsimile as reasonably necessary to consummate the transaction contemplated hereunder. 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 funds.New York, New York of the

Purchase Sale and Delivery of the Securities. The purchase and sale (a) 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, severally and not jointly, to purchase from the Company, at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, the respective principal amounts 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 opposite 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 names of the conditions set forth Underwriters in this Agreement required Schedule I hereto, subject to be satisfied prior to the consummation adjustments in accordance with Section 12 hereof. (b) Payment of the purchase price for, and sale delivery of the Purchaser Junior Securities hereundershall be made at the office of Sangra Moller, but in no event earlier than 15 business days after 0000 Xxxxxxxxx Xxxxx, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx XX X00 0X0 (the applicable Purchase Notice has been given"Closing Location"), or at such other place as may be agreed upon by you and the Company, at 9:00 a.m., New York time, on February 14, 2005 (the "Time of Delivery") or at such other time and place date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The Securities to be delivered to you shall be registered in the form of one or more permanent global securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the Purchaser mutually agree upon name of Cede & Co., as nominee for DTC. Interests in writingany permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. The purchase and sale of Exchangeable Preferred Company will permit you to examine the Global Securities 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 one full business day prior to the consummation Closing Date. (c) Payment for the Securities to be sold hereunder is to be made to the Company by wire transfer of immediately available (same day) funds to the bank accounts designated by the Company against delivery of the purchase and sale Global Securities to the Representatives for the several accounts of the Exchangeable Preferred at such Initial Closing. At each Underwriters through the facilities of DTC or its designated custodian (the "Designated Office"). (d) The documents to be delivered on the 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 Date by or on behalf of the Purchaser parties hereto pursuant to Section 6 hereof, including the cross receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 6(p) hereof, will be delivered at the Closing Location. A meeting will be held at the Closing Location at 4:00 p.m., Vancouver Time on the business day preceding such Closing Date, at which meeting the final drafts of the purchase price documents to be delivered pursuant to the preceding sentences will be available for review by the Purchaser Junior Securities parties hereto or their representatives. 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 wire transfer, payable law or executive order to or upon the order of the Company in immediately available fundsbe closed.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) On the basis of the Purchaser Junior representations, warranties, covenants and agreements herein contained, but subject to the terms and 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, at a price of $5.40 per Share and $.18 per Warrant, that 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 in Schedule A opposite the next succeeding sentence name of such Underwriter, subject to such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 14 hereof. The initial public offering price per Share shall be $6.00 and the initial public offering price per Warrant shall be $.20. (b) Payment of the purchase price and delivery of certificates for the Firm Securities shall take place be made at the offices of Proskauer Rose LLPBeckman & Millman, 1585 XxxxxxxxP.C., Xxx Xxxx116 John Street, Xxx Xxxx 00000New York, xxthin two New York 10004, or at suxx xxxxr pxxxx xx shall be xxxxxx xxxx by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (2New York City time) on the third business days day following the satisfaction of date on which the conditions set forth in this Agreement required to Registration Statement has been declared effective (the "Effective Date") or at such earlier time and date or other time and date as shall be satisfied prior to agreed upon by the consummation of Representative and the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier Company not later than 15 third business days after the applicable Purchase Notice has been given, or at such other third business day (such time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale date of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution payment and delivery of this Agreement subject to satisfaction being herein called the "Closing Date"). Delivery of the conditions set forth in this Agreement required certificates for the Firm Securities shall be made to be satisfied prior to you, for the consummation respective accounts 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)Underwriters, against payment by or on behalf you, for the respective accounts of the Purchaser Underwriters, of the purchase price for the Purchaser Junior Firm Securities by certified or official bank checks payable in same day funds or by wire transfertransfer of immediately available funds, payable to or upon the order of the Company. Certificates for the Firm Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Firm Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Closing Date. (c) The Additional Securities shall be purchased by the Underwriter from the Company as provided herein. This option may be exercised only to cover over-allotments in the sale of Shares and Warrants by the Underwriter. This option may be exercised by you on the basis of the representations, warranties, covenants, and agreements herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the forty-fifth day following the date that the Registration Statement is declared effective by the Commission, by written notice by you to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, the name or names in which the certificates for the Shares and Warrants (the "Additional Securities") underlying such Additional Securities are to be registered, the authorized denominations in which such Additional Securities are to be issued, and the time and date, as determined by the Underwriter, when such Additional Securities are to be delivered (each such time and date are herein called an "Additional Closing Date") (references herein to the Closing Date shall mean the Closing Date referred to in section 5(a) hereof and/or any Additional Closing Date, if any, as the context requires, unless otherwise specifically provided herein); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. (d) Payment of the purchase price of $5.40 per Share and $.18 per Warrant and delivery of certificates for the Additional Securities shall be made at the offices Beckman & Millman, P.C., 116 John Street, New York, New York 10004, or at xxxx xthex xxxxx as shall xx xxxxxx xxxx by the Representative and the Company. Delivery of the certificates for the Additional Securities shall be made to you, for the respective accounts of the Underwriters, against payment by you, for the respective accounts of the Underwriters, of the purchase price for the Additional Securities by certified or official bank checks payable in same day funds or by wire transfer of immediately available funds, to the order of the Company. Certificates for the Additional Securities shall be in definitive, fully registered form, shall bear no restrictive legends (except with respect to Blue Sky resale restrictions) and shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days prior to the Closing Date. The certificates for the Additional Securities shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to the Additional Closing Date. You have advised the Company that each Underwriter has authorized you to accept delivery of its Securities, to make payment and to deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by you by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

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 shall be made at the offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on March 30, 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 New York of State Street Bank and Trust Company or of Prudential Securities Incorporated at least 24 hours prior to or upon the order Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in immediately available funds.paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities at any time (but not more than three times) on or before the 30th day after the date on which trading of the Securities commences on the New York Stock Exchange (or, if such 30th day shall be a Saturday or Sunday or holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities to be purchased and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days nor later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option

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 96.128% 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 February 20, 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 (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 sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $9.775 per Firm Share (other than which amount includes $0.275 per Firm Share to be held in the purchase and sale Trust Account as deferred underwriting discount, which is to be paid to the Underwriters only upon consummation of shares an initial Business Combination), the number of Exchangeable Preferred at the Initial Closing which shall take place as Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the next succeeding sentence hereofFirm Shares to be sold hereunder is to be made in Federal (same day) shall take place at funds against delivery of certificates (or in book entry form) therefor to the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following Representative for the satisfaction several accounts of the conditions set forth in Underwriters. Such payment and delivery are 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 third business day after the date of 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 date not later than five business days thereafter as the Company you 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 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 are not permitted by law or executive order to be closed.) Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, as follows: seventy-one million, eight hundred twelve thousand, five hundred dollars ($71,812,500) (which amount includes the Underwriters’ deferred underwriting discount, and without giving effect to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all over-allotment option) shall be deposited in the trust account established by the Company for the benefit of the warrants public securityholders as described in the Registration Statement (including without limitation the Transaction Fee Warrants“Trust Account”) and one or more executed promissory notes representing all pursuant to the terms of the indebtedness Trust Agreement and the remaining one million, five hundred thousand dollars ($1,500,000) of the proceeds shall be paid to the Company being sold, all upon delivery to you of certificates (in such denomination form and substance satisfactory to the Underwriters) representing the Firm Shares (or denominations and through the facilities of DTC) for the account of the Underwriters. The Firm Shares shall be registered in such name or names and in such authorized denominations as the Purchaser Representative may request in writing at least two full business days prior to the Closing Date. The Company will permit the Representative to examine and package the Firm Shares for delivery, at least one full business day prior to the Closing Date. The Company shall request not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all the Firm Shares. (c) 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 several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. 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) only once thereafter within 45 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional units. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, together with all such other Transaction Documents if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day) funds through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, as may follows: $9.775 per Option Share sold shall be reasonably specified by Huffdeposited in the Trust Account pursuant to the Trust Agreement (which amount includes $0.275 per Option Share to be held in the Trust Account as deferred underwriting discount, xxbject which is to Purchaser's reasonable approval be paid to the Underwriters upon consummation of an initial Business Combination) upon delivery to you of certificates (in form and substance reasonably specified by Huff, xxbject satisfactory to the Purchaser's reasonable approval), against Underwriters) representing the Option Shares sold (or through the facilities of DTC) for the account of the Underwriters. The Company shall not be obligated to sell or deliver any Option Shares except upon tender of payment by or on behalf of the Purchaser of the purchase price Representative for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available fundsall such Option Shares.

Purchase Sale and Delivery of the Securities. The purchase and sale (a) 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, the Company and the Selling Shareholder agree to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company and sale the Selling Shareholder at a price of shares $16.1075 per share of Exchangeable Preferred at the Initial Closing which shall take place as Common Stock, that number of Firm Shares set forth in Schedule A opposite the next succeeding sentence hereofname of each Underwriter. (b) Payment of the purchase price and delivery of certificates for the Firm Shares shall take place be made at the offices of Proskauer Rose Xxxxxx, Xxxxx & Bockius LLP, 1585 Xxxxxxxx000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, xxthin two or at such other place as shall be agreed upon by the Underwriters, the Company and the Selling Shareholder. Such delivery and payment shall be made at 10:00 a.m. (2New York City time) 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 hereunderon November 9, but in no event earlier than 15 business days after the applicable Purchase Notice has been given2007, or at such other time and place date as shall be agreed upon by the Underwriters, the Company and the Purchaser mutually agree Selling Shareholder, but not more than three business days after the foregoing date (such time and date of payment and delivery being herein called the “Closing Date”). Delivery of the Firm Shares shall be made to the Underwriters for their respective accounts against payment by each Underwriter of the respective aggregate purchase prices of the Firm Shares being sold by the Company and the Selling Shareholder to, or upon the order of, the Company and the Selling Shareholder by wire transfer payable in writingsame day funds to the respective accounts specified by each of the Company and the Selling Shareholder. Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or any part of the Option Shares at the same purchase price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The purchase option hereby granted may be exercised from time to time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Underwriters to the Company setting forth the number of shares of the Option Shares as to which each Underwriter is exercising the option and sale any Option Closing Date (as defined below). The number of Exchangeable Preferred at the Initial Closing Option Shares to be purchased by each Underwriter shall take place at be the aforesaid offices simultaneously with same percentage of the execution and delivery total number of this Agreement shares of the Option Shares to be purchased by each Underwriter as such Underwriter is purchasing of the Firm Shares, subject to satisfaction such adjustments as the Underwriters in its absolute discretion shall make to eliminate any fractional shares. The maximum number of the conditions set forth in this Agreement required Option Shares to be satisfied sold by the Company is 948,750 shares. (d) If the option provided for in Section (c) hereof is exercised after the third business day prior to the consummation Closing Date, the Company will deliver the Option Shares (at the expense of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver Company) to the Purchaser one or more certificates representing any capital stock being sold and issuedUnderwriters at the offices of Xxxxxx, one or more executed warrants representing all of Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, on 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 date specified by Huff, xxbject to Purchaser's reasonable approval the Underwriters which shall be within three business days after exercise of said option (in form each such date and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approvaltime of payment and delivery being herein called an “Option Closing Date”), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfereach Underwriter, payable to to, or upon the order of, the Company by wire transfer payable in same day funds to the account specified by the Company. Delivery of the Option Shares shall be made through facilities of The Depository Trust Company in immediately available fundsunless the Underwriters shall otherwise instruct. If settlement for the Option Shares occurs after the Closing Date, the Company will deliver to the Underwriters on any settlement date for the Option Shares, and the obligation of the Underwriters to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.